AN  ACT 


TO  PROVIDE  FOR  THE 

ORGANIZATION  AND  REGULATION 


OF  CERTAIN 

BUSINESS  CORPORATIONS 


PASSED  BY  THE  LEGISLATURE  OF  NEW  YORK, 


JUNE  21,  1875, 


TOGETHER  WITH  AN 


INTRODUCTION,  INDEX,  AND  APPENDIX  OF  FORM 


By  R.  Bach  McMaster,  Esq., 

OF  THE  NEW  YORK  BAR. 


NEW  YORK: 

BAKER,  VOORHIS  &  CO.,  PUBLISH SFS, 
66  NASSAU  STREET. 

1877. 


I 

k 


3^?.  i 


Entered,  according  to  Act  of  Congress,  in  the  year  1875,  by 
BAKER,  VOORHIS  &  CO., 

In  the  office  of  the  Librarian  of  Congress,  at  Washington. 


BAKER  &  GODWIN,  PRINTERS, 
No  25  Tark  Row,  New  York. 


Business  Corporations. 


INTRODUCTION. 

In  the  absence  of  any  decisions  of  our  courts  upon  the  inter¬ 
pretation  or  construction  of  the  general  Business  Corporation 
Act,  a  few  remarks  and  suggestions  upon  its  scope  and  require¬ 
ments  may  not  be  inappropriate  in  this  place. 

The  act  applies  to  certain  corporations,  organized  for  the 
carrying  on  of  any  lawful  business  in  this  State.  It  expressly 
excludes  from  the  operation  of  its  provisions  Banking,  Insurance 
and  Railroad  Companies,  Savings  Banks,  Loan  and  Trust  Com¬ 
panies,  and  Safe  Deposit  Companies.  It  is  inapplicable  to 
Plank-road  and  Turnpike  Companies,  or  Telegraph  or  Gas-light 
Companies,  requiring  the  use  of  public  highways  or  streets,  or 
the  right  to  acquire  lands ;  to  Agricultural  and  Driving  Park 
Associations,  requiring  the  right  to  appoint  policemen ;  and  to 
other  corporations  requiring  certain  special  powers.  It  would 
also  seem  to  be  inapplicable  to  companies  formed  for  social 
benevolent,  literary,  religious  or  eleemosynary  purposes,  and  to 
secret  or  benefit  societies. 

It  repeals  none  of  the  general  acts  for  the  formation  of  cor¬ 
porations,  theretofore  passed;  but  corporations  falling  within 
the  scope  of  certain  of  such  previously  existing  general  acts, 
and  also  within  the  scope  of  the  act  under  examination,  have 
now  the  choice  of  organizing  either  under  the  former  or  latter, 
general  act ;  and  if  such  companies  have  been  already  formed 
under  such  previously  existing  general  act,  they  may  reorganize 
under  the  act  we  are  now  considering. 


pi 


11 


INTRODUCTION. 


The  Preliminary  Certificate,  required  by  section  three,  must 
be  made  by  at  least  five  persons,  a  majority  of  "whom  must 
be  citizens  and  residents  of  this  State,  and  signed  and  acknowl¬ 
edged  by  each.  There  is  no  provision  for  proof  by  subscrib¬ 
ing  witness. 

Great  care  is  required  in  the  selection  of  a  Corporate 
Name,  since  no  corporation  can  be  formed  under  the  provisions 
of  this  act  having  the  same  name  as,  or  a  name  closely  resem¬ 
bling,  that  of  any  existing  corporation  in  this  State.  As  the 
act  provides  for  two  classes  of  corporations,  viz. :  full  liability 
companies,  and  limited  liability  companies,  the  preliminary  cer¬ 
tificate  must  show  to  which  class  the  proposed  corporation  is  to 
belong.  When  of  the  class  of  limited  liability  companies,  the 
word  limited  must,  in  all  cases,  follow  and  form  a  part  of  the 
corporate  name. 

The  preliminary  certificate  should  state  the  exact  Object 
and  Nature  of  the  Business  to  be  carried  on.  It  is  not 
sufficient  to  state  that  the  company  is  proposed  to  be  formed 
for  manufacturing,  or  mining,  or  chemical  purposes,  but  the 
precise  kind  and  nature  of  the  manufacture,  or  the  kind  of  ore 
to  be  mined,  or  the  kind  of  medicine  or  other  chemical  pro¬ 
posed  to  be  manufactured,  must  be  fully  and  definitely  stated. 

The  second  subdivision  of  section  three,  requiring  the 
Locality  of  the  Company’s  Business  to  be  set  forth  in  the 
preliminary  certificate,  when  read  in  connection  with  the  fifth 
subdivision  of  the  same  section,  requiring  the  said  certificate  to 
show  the  Location  of  the  Principal  Business  Office,  prob¬ 
ably  means  that  under  the  former  subdivision  the  locality  of 
the  company’s  mines,  quarries,  factory,  &c.,  must  be  stated,  in 
distinction  to  the  statement  of  its  principal  business  office,  re¬ 
quired  under  the  latter  subdivision.  Thus  if  the  company 
were  formed  for  the  purpose  of  mining  iron  in  Essex  county,  the 
second  subdivision  must  state  that  the  mines  are  located  in 
Essex  county;  and  if  the  principal  business  office  is  to  be 
located  in  New  York  city,  the  fifth  subdivision  must  state  that 
fact.  The  company  may  change  its  principal  business  office, 


INTRODUCTION. 


\ 

\ 


Ill 


1 


by  filing  and  recording  the  certificate  provided  for  in  section 
thirty-one,  in  .the  offices  of  the  secretary  of  State,  and  of  the 
clerk  of  the  county  in  which  the  principal  business  office  is 
located. 

The  Capital  Stock  of  the  company  can,  in  no  instance  ex¬ 
ceed  the  sum  of  two  million  dollars.  Such  capital  stock  must 
be  divided  into  Shares  of  not  less  than  twenty -five,  nor  more 
than  one  hundred  dollars  each.  Both  the  amount  of  capital 
stock  and  the  par  value  of  the  shares  must  be  definitely  stated 
in  the  preliminary  certificate.  The  capital  stock  of  the  com¬ 
pany  may  be  increased  (not,  however,  to  exceed  in  the  aggre¬ 
gate  the  sum  of  two  million  dollars),  or  reduced,  by  filing  a 
statement  of  such  fact  in  the  offices  of  the  secretary  of  State  and 
of  the  clerk  of  the  county  in  which  the  principal  business  office 
of  the  company  is  situated.  The  act  does  not  provide  for  the 
recording  of  such  statement. 

One-half  of  the  capital  stock  of  every  “limited  liability” 
company,  must  be  paid  in  within  one  year,  and  the  balance 
within  two  years  after  the  incorporation  of  said  company; 
otherwise  the  company  shall  be  dissolved.  Within  thirty  days 
after  the  payment  of  the  last  instalment  of  the  capital  stock  of 
such  company,  a  certificate  thereof  must  be  recorded  in  the 
offices  of  the  secretary  of  State,  and  of  the  said  county  clerk. 
No  provision  is  made  for  filing  the  same. 

The  preliminary  certificate  must  fix  the  Duration  of  the 
Company,  which,  however,  cannot  exceed  fifty  years.  The  cer¬ 
tificate  should  not  state  any  particular  day  or  date  when  the 
corporation  will  commence ,  since  the  full  incorporation  is  not 
perfected  until  the  certificate  of  incorporation  is  recorded  under 
section  seven.  The  term  of  the  corporate  existence,  when  fixed 
for  a  less  period  than  fifty  years,  may  be  extended  by  the  mak¬ 
ing,  filing  and  recording  of  the  certificate  required  by  section 
twenty-nine,  in  the  offices  of  the  secretary  of  State,  and  of  the 
clerk  of  the  county  where  the  principal  business  office  of  the 
company  is  situated. 


IV 


INTRODUCTION. 


Upon  the  receipt  of  the  license  from  the  secretary  of  State, 
the  persons  named  therein  must  open  Books  for  Subscriptions. 
These  books  should  be  ruled  in  columns  for  the  date  of  sub¬ 
scription,  the  names  of  the  subscribers,  their  respective  places 
of  residence,  the  number  of  shares  subscribed  by  each,  and  the 
payment  of  the  ten  per  cent,  thereon.  "When  the  commissioners 
have  received  subscriptions  of  fully  one-half  of  the  capital 
stock,  together  with  the  payment  of  ten  per  cent,  thereon,  it 
becomes  their  duty  to  call  a  Meeting'  of  the  Subscribers,  upon 
at  least  five  days’  written  notice  to  the  latter.  At  such  meeting, 
By-L  aws,  covering  the  requirements  of  section  six,  must  be 
adopted,  and  Directors  must  be  chosen  from  among  the  sub¬ 
scribers,  owning  at  least  five  shares  of  stock  respectively.  No 
provision  is  made  in  the  act  for  subscribers  voting  by  proxy  at 
this  meeting*  and  as  the  right  of  voting  by  proxy  is  not  a  gen¬ 
eral  right  of  corporators,  it  follows  that  a  subscriber  cannot 
vote  at  this  meeting  by  proxy,  but  must  vote  in  person.  The 
by-laws  must  fix  the  number  of  directors,  which  however  can¬ 
not  be  less  than  five,  nor  more  than  thirteen.  Between  these 
limits,  the  number  of  directors  may  be  changed.  Section  ten 
makes  no  provision  for  the  making,  filing  or  recording  of  a 
certificate  of  such  change,  but  as  a  change  in  the  number  of 
directors  is  in  reality  an  amendment  to  the  by-laws,  a  copy  of 
such  amended  by-law  should  be  filed  in  the  offices  of  the  secre¬ 
tary  of  State  and  of  the  clerk  of  the  county  where  the  principal 
business  office  of  the  company  is  situated. 

Within  ten  days  after  the  subscribers’  meeting,  the  commis¬ 
sioners  are  to  file  a  verified  record  of  their  proceedings,  to  be 
sworn  to  by  the  commissioners,  or  at  least  a  majority  thereof, 
containing  a  copy  of  the  by-laws  and  subscription  list,  and  the 
names  of  the  directors  chosen,  in  the  office  of  the  secretary  of 
State.  The  latter  then  issues  a  certificate  of  incorporation, 
which  must  be  recorded  in  the  office  of  the  secretary  of  State 
and  filed  and  recorded  in  the  office  of  said  county  clerk. 

Unless  the  company  is  fully  organized  within  one  year  after 
the  issuing  of  the  license  to  the  commissioners,  such  license  is 


INTRODUCTION. 


y 


to  be  deemed  revoked,  and  all  proceedings  under  tlie  same  will 
be  void. 

It  is  the  duty  of  the  company  within  twenty  days  after  the 
first  day  of  January,  in  each  year,  to  make  and  file  an  Annual 
Report,  which  must  be  signed  by  the  president  and  a  majority 
of  the  directors,  and  must  be  verified  by  oath  of  the  president 
or  secretary.  In  case  the  officers  or  a  majority  of  the  directors 
refuse  or  neglect  to  make  and  file  such  report,  within  such 
twenty  days,  then  any  director  may  make  and  file,  on  his  own 
behalf,  at  any  time  within  thirty  days  from  the  first  of  January, 
a  certificate  under  oath  setting  forth  that  he  has  endeavored  to 
have  such  report  made,  and  the  neglect  or  refusal  of  the  direct¬ 
ors  to  make  the  same;  coupled  with  a  verified  report  of  the 
necessary  facts  relative  to  the  company,  so  far  as  they  are  within 
his  knowledge  or  are  obtainable  from  sources  of  information 
open  to  him.  No  provision  is  made  for  fling  or  recording  the 
annual  report  in  the  county  clerk's  office. 

Any  Existing  Business  Corporation,  incorporated  by  special 
charter,  or  organized  under  the  general  laws  of  this  State, 
may  reorganize  under  this  act,  by  following  the  provisions 
of  section  thirty-two.  Although  the  language  of  the  sec¬ 
tion  is  very  comprehensive,  yet,  in  the  absence  of  any  judicial 
construction  of  it,  the  class  of  corporations  expressly  excluded 
by  section  one  of  the  act,  may  also  be  regarded  as  excluded 
from  the  operation  of  section  thirty-two.  So  also,  companies 
requiring  special  powers — such  as  telegraph,  plank-road,  &c., 
companies — as  well  as  secret  or  benefit  societies,  and  social, 
literary,  &c.,  companies,  must,  from  the  nature  of  the  case,  be 
excluded  from  its  operation.  The  certificate  required  to  be 
filed  under  section  thirty-two,  should  recite  the  original  incor¬ 
poration  of  the  company,  and  under  what  general  act,  or  special 
charter  the  same  was  effected,  and  state  the  term  of  the  cor¬ 
porate  existence  of  such  company.  It  should  contain  a  copy 
of  the  notice  for  the  meeting  of  the  stockholders,  and  in  order 


VI 


INTRODUCTION. 


that  it  may  appear  that  this  notice  was  signed  by  a  majority  of 
the  directors,  or  trustees,  the  certificate  should  state  the  num¬ 
ber  of  directors  or  trustees  of  the  original  company.  It  should 
set  forth  in  what  newspaper  and  for  what  length  of  time  such 
notice  was  published,  and  the  mailing  of  the  notices  on  a  desig¬ 
nated  day,  to  the  last  known  address  of  the  stockholders, 
postage  prepaid  ;  and  affidavits  of  the  party  mailing  the  notices 
to  such  fact/and  of  the  printer  as  to  publication,  should  be  an¬ 
nexed  to  the  certificate.  It  should  further  show  that  at  such 
meeting  one  of  the  directors  or  trustees  was  chosen  to  preside, 
and  that  a  suitable  person  was  chosen  secretary.  It  should  con¬ 
tain  a  statement  of  the  whole  number  of  shares  of  which  the 
capital  stock  of  the  original  company  consisted  ;  a  statement  of 
the  number  of  shares  of  stock  represented  at  the  said  meeting, 
and  a  statement  of  the  vote  upon  the  question  of  coming  under 
this  act,  and  show  that  votes  representing  a  majority  of  all  the 
stock  of  the  company,  were  given  in  favor  of  the  company  so  j 
reorganizing.  It  must  also  set  forth  the  other  details  required  | 
by  section  thirty-two.  Such  certificate,  together  with  a  copy 
of  the  by-laws,  must  be  filed  in  the  offices  of  the  secretary  of-  ' 
State  and  of  the  clerk  of  the  county  where  the  principal  busi¬ 
ness  office  is  situated ;  but  no  provision  is  made  for  the  record-  I 
ing  of  such  new  certificate  and  by-laws.  Section  thirty-two  | 
does  not  expressly  state  whether  the  by-laws  required  to  be 
filed  are  those  of  the  original,  or  of  the  reorganized  company. 
The  intent,  however,  probably  is,  that  the  by-laws  which  are  to  I 
govern  the  company  as  reorganized,  are  the  ones  which  must  be  1 
filed. 

New  York,  October,  1875. 


i 


AN  ACT 


TO  PROVIDE  FOR  THE  ORGANIZATION  AND  REGULATION  OF 
CERTAIN  BUSINESS  CORPORATIONS. 


Slc.  1. — Formation  of  companies. 

Sec.  2. — Powers  conferred  on  companies. 

Sec.  3. — Application  for  certificate  of  incorporation. 

Sec.  4. — License  to  be  issued  by  Secretary  of  State. 

Sec.  5. — Subscription  to  capital  stock.  First  meeting  of  subscribers. 
Sec.  6. — By-laws. 

Sec.  7. — Certificate  of  incorporation. 

Sec.  8. — License  deemed  revoked,  when. 

Sec.  9. — Table  of  such  corporations  to  be  published  annually  in  ses¬ 
sion  laws. 

Sec.  10. — Number  and  election  of  directors  and  officers. 

Sec.  11. — Capital  stock;  payment  of  subscriptions. 

Sec.  12. — Certificates  of  stock,  and  their  transfer. 

Sec.  13. — Corporation  may  borrow  money  and  issue  bonds. 

Sec.  14. — Stock  or  bonds  to  be  issued  only  for  money,  labor  done,  or 
property  received  for  corporate  use. 

Sec.  15. — Increase  or  diminution  of  capital  stock. 

Sec.  16. — Corporate  books:  right  to  inspect  same. 

Sec.  17. — Same:  Company  to  keep  book  containing  stockholders’ 
names,  <fcc. 

Sec.  18. — Annual  report.  Joint  and  several  liability  of  directors  for 
debts  of  company. 

Sec.  19. — Payment  of  dividends  by  insolvent  company.  Directors 
liable  for  debt. 

Sec.  20. — Corporation  not  to  loan  money  to  stockholders. 

Sec.  21. — False  certificate  or  report.  Officers  liable. 

Sec.  22. — Indebtedness  not  to  exceed  capital  stock. 


4  BUSINESS  CORPORATIONS. 

J 

Seo.  23. — Executors,  &c.,  not  liable  for  debts  of  company. 

Sec.  24. — Who  may  vote  at  elections. 

Sec.  25. — Stockholder,  when  not  liable  for  debts  of  company. 

Sec.  26. — Elections,  how  and  where  held. 

Sec.  27. — On  failure  to  elect,  directors  to  hold  over. 

Sec.  28. — Oath  of  inspectors  of  election. 

Sec.  29. — Extending  duration  of  corporate  existence. 

Sec.  30. — Corporation  taxable  at  principal  place  of  business. 

Sec.  31. — Change  of  principal  place  of  business. 

Sec.  32. — Act,  when  applicable  to  existing  companies.  ' 

Sec.  33. — Classification  of  corporations. 

Sec.  34. — “  Full  liability  companies.” 

Sec.  35. — “  Limited  liability  companies.”  j 

Sec.  36.— Penalty  for  omission  of  word  “limited”  in  use  of  corporate 
name. 

Sec.  37. — Individual  liability  of  stockholders  in  “  limited  liability  ” 
companies. 

Sec.  38. — Effect  of  dissolution.  j 

The  People  of  the  State  of  New  York,  represented  in  Senate  [ 
and  Assembly,  do  enact  as  follows  :  j 

Formation  of  companies.  —  §  1.  Corporations  ( 
may  be  organized  under  the  provisions  of  this  act  for  the  ( 
carrying  on  of  any  lawful  business  except  banking,  insur¬ 
ance,  the  construction  and  operation  of  railroads  or  aiding 
in  the  construction  thereof,  and  the  business  of  savings  J 
banks,  trust  companies  or  corporations  intended  to  derive! 
profit  from  the  loan  or  use  of  money,  or  safe  deposit  com- 1 
panies,  including  the  renting  of  safes  in  burglar  and  fire- 1 
proof  vaults.  I 

Powers  conferred  on  companies. — §  2.  When! 
so  organized,  every  such  corporation  shall  possess  the  fol-J 
lowing  general  powers ; 


\ 


BUSINESS  COKPOBATIONS. 


5 


!.  To  have  succession  by  its  corporate  name  for  the 
period  limited  in  its  certificate  of  incorporation. 

2.  To  sue  and  be  sued  ;  to  complain  and  defend  in  any 
court. 

3.  To  make  and  use  a  common  seal  and  alter  the  same 
at  pleasure. 

4.  To  appoint  such  subordinate  officers  and  agents  as  the 
business  of  the  corporation  shall  require,  and  its  by-laws 
shall  provide  for. 

5.  To  make  by-laws  for  the  management  of  its  property* 
the  regulation  of  its  affairs,  for  the  transfer  of  its  stock  and 
defining  tlie  duties  of  its  officers,  and  from  time  to  time  to 
amend  the  same. 

6.  To  purchase,  hold,  and  possess  so  much  real  and  per 
sonal  estate  as  shall  be  necessary  for  the  transaction  of  its 
business,  and  sell  and  convey  the  same  when  not  required 
for  the  uses  of  the  corporation  ;  provided,  however,  that  all 
real  estate  acquired  in  satisfaction  of  any  liability  or  in¬ 
debtedness,  unless  the  same  be  necessary  and  suitable  for 
the  uses  and  business  of  the  corporation,  shall  be  sold  within 
three  years  after  becoming  the  property  of  such  corporation, 
but  such  time  may  be  extended  to  a  period  not  exceeding 
five  years  in  all,  by  an  order  of  the  Supreme  Court  made 
in  the  district  in  which  the  principal  business  office  of  such 
corporation  is  located,  on  the  verified  petition  of  such  cor¬ 
poration,  stating  the  reasons  for  such  extension. 

Application  for  certificate  of  incorporation. 

— §  3.  Whenever  five  or  more  persons,  a  majority  of  whom 
shall  be  citizens  and  residents  of  this  State,  shall  propose  to 
form  a  corporation  under  the  provisions  of  this  act,  they 
shall  make  a  certificate  to  that  effect,  which  certificate  shall 
be  signed  by  each  of  such  persons  and  duly  acknowledged 


6 


BUSINESS  CORPORATIONS. 


by  them  before  some  officer  authorized  to  take  acknowledg¬ 
ments  under  the  laws  of  this  State.  Such  certificate  shall 
set  forth  : 

1.  The  name  of  the  proposed  corporation. 

2.  The  object  for  which  it  is  to  be  formed,  including  the 
nature  and  locality  of  its  business. 

3.  The  amount  and  description  of  the  capital  stock. 

4.  The  number  of  shares  of  which  such  capital  stock 
shall  consist. 

5.  The  location  of  the  principal  business  office. 

6.  The  duration  of  the  corporation,  which,  however,  shall 
not  exceed  fifty  years. 

License  to  be  issued  by  Secretary  of  State, 

— §  4.  Such  certificate  shall  be  filed  in  the  office  of  the 
Secretary  of  State  ;  and  the  Secretary  of  State  shall  there¬ 
upon  issue  a  license  to  the  persons  making  such  certificate, 
empowering  them  as  commissioners  to  open  books  for  sub¬ 
scriptions  to  the  capital  stock  of  such  corporation  at  such 

times  and  places  as  they  may  determine ;  but  no  license 

\ 

shall  be  issued  in  the  case  of  a  proposed  corporation  having 
the  same  name  as  an  existing  corporation  in  this  State,  or  a 
name  so  nearly  resembling  that  of  an  existing  corporation 
as  to  be  calculated  to  deceive. 

Subscription  to  capital  stock.  First  meeting 
of  subscribers. — §  5.  Said  commissioners  shall  proceed 
to  open  bocks  for  subscriptions  to  the  capital  stock  of  such 
corporation,  and  no  such  subscription  shall  be  received,  un¬ 
less  at  the  time  of  making  it  the  person  so  subscribing  shall 
pay  to  said  commissioners  ten  per  cent,  of  the  par  value  of 
the  stock  subscribed  for  in  cash.  When  one-half  of  the 
capital  stock  has  been  subscribed,  said  commissioners  shall 
call  a  meeting  of  the  subscribers  for  the  purpose  of  adopt- 


! 


BUSINESS  CORPORATIONS. 


7 


ing  by-laws  for  such  corporation  and  electing  directors 
thereof.  Notice  of  such  meeting  shall  be  given  to  every 
subscriber  by  depositing  in  the  post-office,  properly  ad¬ 
dressed  to  his  last  known  place  of  residence,  and  postage 
prepaid,  at  least  five  days  before  the  time  fixed,  a  written 
or  printed  notice,  stating  the  time,  place  and  object  of  such 
meeting. 

By-laws. — §  0.  The  by-laws  of  every  corporation 
created  under  the  provisions  of  this  act,  shall  be  deemed 
and  taken  to  be  its  law,  and  shall  provide : 

1.  The  number  of  directors  of  the  corporation. 

2.  The  term  of  office  of  such  directors,  which  shall  not 
exceed  one  year. 

3.  The  manner  of  filling  vacancies  among  directors  and 
officers. 

4.  The  time  and  place  of  the  annual  meeting. 

5.  The  manner  of  calling  and  holding  special  meetings 
of  the  stockholders. 

6.  The  number  of  stockholders  who  shall  attend,  either 
in  person  or  by  proxy,  at  every  meeting,  in  order  to  consti¬ 
tute  a  quorum. 

7.  The  officers  of  the  corporation,  the  manner  of  their 
election  by  and  among  the  directors,  and  their  powers  and 
duties.  But  such  officers  shall  always  include  a  president,  a 
secretary  and  a  treasurer. 

8.  The  manner  of  electing  or  appointing  inspectors  of 
election. 

9.  The  manner  of  amending  the  by-laws. 

Certificate  of  incorporation. — §  7.  Within  ten 

days  after  the  said  subscribers’  meeting,  said  commissioners 
shall  file,  in  the  office  of  the  Secretary  of  State,  a  verified 
record  of  the  proceedings  thereof,  containing  a  copy  of  the 


8 


BUSINESS  CORPORATIONS. 


subscription  list,  a  copy  of  the  by-laws  adopted,  and  the 
names  of  the  directors  chosen.  Thereupon  the  Secretary  of 
State  shall  issue  to  said  directors  a  certificate,  setting  forth 
that  said  corporation  is  fully  organized  in  accordance  with 
this  act.  Such  certificate  shall  include  a  copy  of  the  original 
certificate  provided  for  in  section  three  of  this  act,  the  date 
and  place  of  the  subscribers’  meeting,  the  names  of  the  di¬ 
rectors  elected,  and  a  statement  that  all  the  provisions  of 
this  act  have  been  duly  observed  in  the  organization  of  such 
corporation.  A  copy  of  such  certificate  shall,  within  ten 
days  after  the  issuing  thereof  by  the  Secretary  of  State,  be 
filed  in  the  office’  of  the  clerk  of  the  county  in  which  the 
principal  business  office  of  such  corporation  is  situated. 
Such  certificate  shall  be  recorded  at  length  in  a  book  to  be 
kept  in  the  office  of  the  Secretary  of  State  to  be  known  as 
the  record  of  incorporations,  and  also  in  a  similar  book  in 
the  office  of  the  county  clerk  aforesaid.  Such  certificate,  or 
a  copy  thereof  duly  certified  by  the  Secretary  of  State  or 
his  deputy,  shall  be  presumptive  evidence  of  the  incorpora¬ 
tion  of  the  corporation  named  therein,  in  all  courts  and 
proceedings  in  this  State.  The  Secretary  of  State  shall  re¬ 
ceive  for  the  filing  and  issuing  of  all  the  necessary  docu¬ 
ments  in  and  about  the  organization  of  a  corporation  under 
this  act,  the  sum  of  ten  dollars;  and  for  each  certified  copy 
of  certificate  of  incorporation,  the  sum  of  three  dollars, 
which  sum  shall  be  paid  into  the  Treasury  of  the  State ;  and 
county  clerks  shall  receive  the  fees  now  allowed  by  law. 
Upon  every  amendment  of  the  by-laws  of  any  such  corpora¬ 
tion,  a  copy  of  the  amended  by-law  shall  be  filed  in  the  of¬ 
fice  of  the  Secretary  of  State  and  of  such  county  clerk,  and 
shall  not  take  effect  until  so  filed ;  and  a  copy  thereof,  certi¬ 
fied  by  the  Secretary  of  State  or  his  deputy,  shall  be  re¬ 
ceived  as  presumptive  evidence  of  such  amended  by-law  in 
all  courts  and  proceedings. 


BUSINESS  CORPORATIONS. 


9 


License  deemed  revoked,  when. — §  8.  Unless 
such  corporation  shall  be  fully  organized  as  provided  in  the 
last  preceding  section,  within  one  year  after  the  issuing  of 
the  license  to  commissioners  to  open  books,  such  license 
shall  be  deemed  to  be  revoked,  and  all  proceedings  thereun¬ 
der  shall  be  void. 

Table  of  such  corporations  to  be  published 
annually  in  session  laws.— §  9.  The  Secretary  of 
State  shall  publish,  as  an  appendix  to  the  session  laws  of 
each  year,  a  statement  of  all  the  corporations  organized 
under  this  act  during  the  preceding  year,  containing  in  each 
case  the  name  of  the  corporation,  its  principal  business,  the 
location  of  its  principal  business  office,  the  amount  of  cap¬ 
ital  stock,  the  date  of  the  filing  of  the  preliminary  certifi¬ 
cate  and  of  the  granting  of  the  final  certificate  of  incorpora¬ 
tion  by  the  Secretary  of  State ;  and  any  change  of  location 
or  capital  of  any  such  corporation  made  during  the  preced¬ 
ing  year. 

Number  and  election  of  directors  and  offi¬ 
cers. — §  10.  The  business  of  every  corporation  created 
hereunder  shall  be  managed  by  a  board  of  directors  (the 
members  of  which,  at  their  election  and  throughout  their 
term  of  office,  shall  be  stockholders  in  such  corporation  to 
at  least  the  extent  of  five  shares,  and  shall  hold  their  offices 
until  their  successors  are  chosen),  and  by  such  officers  to  be 
elected  by  and  from  among  said  directors,  as  the  by-laws 
shall  prescribe.  The  number  of  directors  shall  be  not  less 
than  five  nor  more  than  thirteen  ;  and  the  number  thereof 
may  be  changed  by  a  meeting  of  the  owners  of  a  majority 
of  the  whole  amount  of  the  stock  of  any  corporation,  and 
pursuant  to  notice’  specifying  the  purpose  of  such  meeting 
and  served  as  provided  in  section  five  of  this  act,  in  person 


10 


BUSINESS  CORPORATIONS. 


or  by  attorney,  duly  authorized,  shall  be  necessary  to  such 
change.  A  majority  of  the  whole  number  of  directors  shall 
be  necessary  to  constitute  a  quorum.  The  secretary  shall 
record  all  the  votes  ©f  the  corporation  and  the  minutes  of 
its  transactions  in  a  book  to  be  kept  for  that  purpose.  The 
treasurer  shall  give  bonds  in  such  sums  and  with  such  sure¬ 
ties  as  are  required  by  the  by-laws  for  the  faithful  discharge 
of  his  duties. 

Capital  stock ;  payment  of  subscriptions.— 

§11.  The  capital  stock  of  every  corporation  formed  under 
this  act  shall  be  divided  into  shares  of  not  less  than  twenty- 
five  dollars  nor  more  than  one  hundred  dollars  each ;  and 
shall  in  no  case  exceed  two  million  dollars.  All  subscrip¬ 
tions  therefor  shall  be  made  payable  to  the  corporation  in 
such  installments  and  at  such  time  or  times  as  shall  be  fixed 
by  the  by-laws  or  by  the  directors  acting  under  the  by-laws  ; 
and  if  default  be  made  in  any  payment  an  action  may  be 
maintained  in  the  name  of  the  corporation  to  recover  any 
installment  which  shall  remain  due  and  unpaid  for  the  period 
of  thirty  days  after  the  time  so  fixed  for  the  payment  thereof ; 
and  no  stockholder  shall  be  entitled  to  vote  at  any  election 
or  at  any  meeting  of  the  stockholders  on  whose  share  or 
shares  any  installments  or  arrearages  may  have  been  due 
and  unpaid  for  the  period  of  thirty  days  immediately  pre¬ 
ceding  such  election  or  meeting.  The  corporation  may  by 
by-law  prescribe  other  penalties  for  a  failure  to  pay  the  in¬ 
stallments  that  from  time  to  time  become  due,  not  exceed¬ 
ing  forfeiture  of  the  stock,  and  the  amount  paid  thereon, 
but  no  such  forfeiture  shall  be  declared  against  any  stock¬ 
holder  before  demand  shall  have  been  made  for  the  amount 
due  thereon  either  in  person  or  by  a  written  or  printed 
notice  duly  mailed  to  such  stockholder,  at  his  last  known 


BUSINESS  CORPORATION S . 


11 


place  of  residence,  at  least  thirty  days  prior  to  the  time 
when  such  forfeiture  is  to  take  effect,  and  provided  further, 
that  upon  such  forfeiture  the  shares  of  stock  held  by  such 
delinquent  stockholder  or  subscriber  shall  be  sold  at  public 
auction,  at  the  office  of  said  corporation,  after  ten  days’  no¬ 
tice  thereof  shall  be  conspicuously  posted  up  in  said  office, 
and  the  proceeds  of  such  sale,  over  and  above  the  amount 
due  on  said  shares,  and  after  deducting  the  expenses  of  such 
sale,  if  any,  shall  be  paid  to  the  delinquent  stockholder  or 
subscriber. 

Certificates  of  stock  and  their  transfer. — 

§12.  The  directors  of  such  corporation  shall  prepare  cer¬ 
tificates  of  stock,  and  shall  deliver  them,  signed  by  the 
president  and  treasurer,  and  sealed  with  the  seal  of  the  cor. 
poration,  to  each  person  entitled  to  receive  the  same,  accord¬ 
ing  to  the  number  of  shares  held,  which  certificates  of  stock 
shall  be  transferable  at  the  pleasure  of  the  holder,  in  per¬ 
son  or  by  attorney  duly  authorized,  subject,  however,  to  all 
payments  due  or  to  become  due  thereon ;  and  the  assignee 
to  whom  the  same  has  been  so  transferred,  shall  be  a  mem¬ 
ber  of  said  corporation,  and  have  and  enjoy  all  the  immuni¬ 
ties,  privileges  and  franchises,  and  be  subject  to  all  the  lia¬ 
bilities,  conditions  and  penalties  incident  thereto,  in  the 
same  manner  as  the  original  holder  would  have  been  ;  but 
no  certificate  shall  be  transferred  so  long  as  the  holder  thereof 
is  indebted  to  such  corporation  unless  the  board  of  directors 
shall  consent  thereto. 

Corporation  may  borrow  money  and  issue 
bonds.  — §  13.  It  shall  be  lawful  for  all  such  corporations 
to  borrow  money  for  the  legitimate  purposes  of  such  cor¬ 
poration,  and  for  such  purpose  to  issue  bonds  with  or  with¬ 
out  coupons  attached  thereto,  and  bearing  interest  not  ex- 


12 


BUSINESS  CORPORATIONS. 


* 


ceeding  seven  per  cent,  per  annum  ;  but  the  amount  of  such 
bonds  outstanding  at  any  one  time  shall  not  exceed  one-half 
of  the  value  of  the  corporate  property  of  such  corporation. 
Any  issue  of  bonds  beyond  the  amount  herein  sj)ecified 
shall  render  every  director  voting  for  the  same  personally 
liable  to  any  bondholder  for  any  damage  caused  by  such 
overissue  to  such  bondholder. 

Stock  or  bonds  to  be  issued  only  for  money, 
labor  done,  or  property  received  for  corporate 
use.  —  §  14.  No  corporation  organized  under  this  act  shall 
issue  either  stock  or  bonds  except  for  money,  labor  done,  or 
property  actually  received  for  the  use  and  legitimate  pur¬ 
poses  of  such  corporation  as  its  fair  value,  and  all  fictitious 
increase  of  stock  or  indebtedness  in  any  form  shall  be  void. 

Increase  or  diminution  of  capital  stock. — 

§15.  The  capital  stock  of  any  corporation  organized  under 
this  act  may  be  increased  to  an  amount  not  to  exceed  in  the 
aggregate  two  millions  dollars,  or  reduced  by  a  vote  of  a 
majority  of  the  stockholders  in  number,  and  representing  a 
majority  of  the  stock  of  such  corporation,  at  any  meeting 
thereof  convened  for  that  purpose,  pursuant  to  notice  thereof 
specifying  the  object  of  such  meeting,  and  served  pursuant 
to  the  provisions  of  section  five.  A  statement  of  such  in¬ 
crease  or  reduction  shall  be  filed  in  the  office  of  the  Secre¬ 
tary  of  State,  and  of  the  clerk  of  the  county  in  which  the 
principal  business  office  of  such  corporation  is  situated, 
within  ten  days  after  such  action.  But  before  any  corpora¬ 
tion  shall  be  entitled  to  diminish  the  amount  of  its  capital 
stock,  if  the  amount  of  its  debts  and  liabilities  shall  exceed 
the  amount  of  capital  to  which  it  is  proposed  to  be  reduced, 
such  amount  of  debts  and  liabilities  shall  be  first  satisfied 
and  reduced  so  as  not  to  exceed  such  diminished  amount  of 
capital. 


BUSINESS  CORPORATIONS. 


13 


Corporate  books.  Right  to  inspect  same. 

— §  16.  It  shall  be  the  duty  of  the  directors  of  every 
such  corporation  to  cause-to  be  kept  at  its  principal  office  or 
place  of  business,  correct  books  of  account  of  all  its  busi¬ 
ness  and  transactions,  and  every  stockholder  in  such  copora- 
tion  shall  have  the  right  at  all  reasonable  times  by  himself 
or  his  attorney  to  examine  the  records  and  books  of  account 
of  such  corporation. 

Same  :  Company  to  keep  book  containing 
stockholders’  names,  &c. — g  17.  It  shall  be  the  duty 
of  the  directors  of  every  such  corpoiation  to  cause  a  book 
to  be  kept  by  the  treasurer  or  clerk  thereof,  containing  the 
names  of  all  persons,  alphabetically  arranged,  who  are  or 
shall  within  six  years  have  been  stockholders  of  such  cor¬ 
poration,  and  showing  their  places  of  residence,  the  number 
of  shares  of  stock  held  by  them,  respectively,  and  the  time 
when  they,  respectively,  became  the  owners  of  such  shares, 
and  the  amount  actually  paid  thereon;  which  book  shall, 
during  the  usual  business  hours  of  the  day,  on  every  day, 
except  Sundays  and  legal  holidays,  be  open  for  the  inspec¬ 
tion  of  stockholders  and  creditors  of  the  corporation,  and 
their  personal  representatives,  at  the  principal  business  of¬ 
fice  of  such  corporation  ;  and  any  and  every  such  stockholder, 
creditor  or  representative  shall  have  a  right  to  make  extracts 
from  such  book ;  and  no  transfer  of  stock  shall  be  valid  for 
any  purpose  whatever,  except  to  render  the  person  to  whom 
it  shall  be  transferred  liable  for  the  debts  of  the  corporation, 
according  to  the  provisions  of  this  act,  until  it  shall  have 
been  entered  therein  as  required  by  this  section,  by  an  entry 
showing  from  and  to  whom  transferred.  Such  book  shall 
be  presumptive  evidence  of  the  facts  therein  stated,  in  favor 
of  the  plaintiff,  in  any  suit  or  proceeding  against  such  cor- 


14 


BUSINESS  CORPORATIONS. 


poration,  or  against  any  one  or  more  stockholders.  Every 
officer  or  agent  of  any  such  corporation,  who  shall  neglect 
to  make  any  proper  entry  in  such  hook,  or  shall  refuse  or 
neglect  to  exhibit  the  same,  or  allow  the  same  to  be  in¬ 
spected,  and  extracts  to  be  taken  therefrom,  as  provided  by 
this  section,  shall  be  deemed  guilty  of  a  misdemeanor ;  and 
the  corporation  shall  forfeit  and  pay  to  the  party  injured  a 
penalty  of  fifty  dollars  for  every  such  neglect  or  refusal  and 
all  the  damages  resulting  therefrom.  And  every  corporation 
that  shall  neglect  to  keep  such  book  open  for  inspection  as 
aforesaid,  shall  forfeit  to  the  People  the  sum  of  fifty  dollars 
for  every  day  it  shall  so  neglect,  to  be  sued  for  and  recovered 
in  the  name  of  the  People  of  the  State,  by  the  district  at¬ 
torney  of  the  county  in  which  the  principal  business  office 
of  such  corporation  is  located,  and  the  amount  so  recovered 
shall  be  paid  to  the  proper  authorities  for  the  support  of  the 
poor  of  such  county. 


Annual  report.  Joint  and  several  liability 
of  directors  for  debts  of  company.  — §  18.  Every 
such  corporation  shall  annually,  within  twenty  days  after 
the  first  day  of  January,  make  a  report,  which  shall  state 
the  amount  of  capital,  and  the  proportion  actually  paid  in, 
the  amount  and,  in  general  terms,  the  nature  of  its  existing 
\  h£sete-and  debts*,  and  the  dividends  if  any  declared  since  the 
I  last  report,  which  report  shall  be  signed  by  the  president  and 
a  majority  of  the  directors,  and  shall  be  verified  by  oath  of 
the  president  or  secretary  of  such  corporation,  and  filed  in 
the  office  of  the  Secretary  of  State,  and  if  any  such  corpora¬ 
tion  shall  fail  so  to  do,  all  the  directors  thereof  shall  be 
jointly  and  severally  liable  for  all  the  debts  of  the  corpora¬ 
tion  then  existing,  and  for  all  that  shall  be  contracted  before 
I  such  report  shall  be  made.  Provided  that  if  any  director 


BUSINESS  CORPORATIONS. 


15 


shall  file  with  the  Secretary  of  State,  at  any  time  within 
thirty  days  after  such  first  of  January,  a  certificate,  verified 
by  the  oath  of  such  director,  stating  that  he  has  endeavored 
to  have  such  report  made  and  signed  as  aforesaid,  but  that 
the  officers  or  a  majority  of  the  directors  have  refused  or 
neglected  to  make  and  file  such  report ;  and  shall  append  to 

such  certificate  a  report  containing  the  items  aforesaid,  so 

/ 

far  as  they  are  within  his  knowledge  or  are  obtainable  from 
sources  of  information  open  to  him,  which  report  shall  be 
verified  by  him  as  being  true  to  the  best  of  his  knowledge, 
information  and  belief,  in  that  case  such  director  shall  not 
be  liable  on  account  of  such  failure  to  make  and  file  such 
report  upon  making  proof  of  such  facts  in  any  action  which 
may  be  commenced  against  him,  upon  the  trial  thereof. 
Whenever,  under  this  section,  a  judgment  shall  be  recovered 
against  a  director,  severally,  all  the  directors  of  the  corpora¬ 
tion  shall  contribute  a  ratable  share  of  the  amount  paid  by 
such  director  on  such  judgment,  and  such  director  shall  have 
a  right  of  action  against  his  co-directors,  jointly  or  severally, 
to  recover  from  them  the  proportion  of  the  amount  so  paid 
on  such  judgment. 

Payment  of  dividends  by  insolvent  com¬ 
pany.  Directors  liable  for  debt.— §  19.  If  the 

directors  of  any  such  corporation  shall  declare  and  pay  any 
dividend  when  the  corporation  is  insolvent,  or  any  dividend 
the  payment  of  which  would  render  it  insolvent,  or  which 
would  diminish  the  amount  of  its  capital  stock,  the  directors 
voting  in  favor  of  declaring  such  dividend  shall  be  jointly 
and  severally  liable  for  all  the  debts  of  the  corporation  then 
existing,  and  for  all  that  shall  be  thereafter  contracted  while 
they  shall  respectively  continue  in  office. 


16 


BUSINESS  CORPORATIONS. 


Corporation  not  to  loan  money  to  stock- 
holders. — §  20.  No  loan  of  money  shall  be  made  by  any 
such  corporation  to  any  stockholder  therein,  and  if  any  such 
loan  shall  be  made  a  to  stockholder,  the  officers  who  shall 
make  it,  or  who  shall  assent  thereto,  shall  be  jointly  and 
severally  liable  to  the  extent  of  such  loan  and  interest  for 
all  the  debts  of  the  corporation  contracted  before  the  repay¬ 
ment  of  the  sum  so  loaned. 

False  certificate  or  report.  Officers  liable. 

— §  21.  If  any  certificate  or  report  made,  or  public  notice 
given,  by  the  officers  of  any  such  corporation,  shall  be  false 
in  any  material  representation,  all  the  officers  who  shall  have 
signed  the  same  shall  be  jointly  and  severally  liable  for  all 
the  debts  of  the  corporation  contracted  while  they  are  officers 
thereof. 

Indebtedness  not  to  exceed  capital  stock. 

— §  22.  If  the  indebtedness  of  any  such  corporation  shall  at 
any  time  exceed  the  .amount  of  its  capital  stock  the  direct¬ 
ors  of  such  corporation  creating  such  indebtedness  shall  be 
personally  and  individually  liable  for  such  excess  to  the 
creditors  of  such  corporation. 

Executors,  &c.,  not  liable  for  debts  of  com¬ 
pany. — §  23.  No  person  holding  stock  in  any  such  cor¬ 
poration,  as  executor,  administrator,  guardian  or  trustee, 
and  no  person  holding  such  stock  as  collateral  security,  shall 
be  personally  subject  to  any  liability  as  stockholder  of  such 
corporation  ;  but  the  person  pledging  such  stock  shall  be 
considered  as  holding  the  same,  and  shall  be  liable  as  a  stock¬ 
holder  accordingly ;  and  the  estates  and  funds  in  the  hands 
of  such  executor,  administrator,  guardian  or  trustee  shall 
be  liable  in  like  manner,  and  to  the  same  extent,  as  the  tes- 


BUSINESS  CORPORATIONS. 


17 


tator  or  intestate,  or  the  ward  or  person  interested  in  such 
trust  fund  would  have  been,  if  he  had  been  living  and  com¬ 
petent  to  act,  and  held  the  same  stock  in  his  own  name. 

Who  may  vote  at  elections. — §  24.  Every  such 
executor,  administrator,  guardian  or  trustee  shall  represent 
the  share  or  shares  of  stock  in  his  hands  at  all  meetings  of 
the  corporation,  and  may  vote  accordingly  as  a  stockholder, 
and  every  person  who  shall  pledge  his  stock  as  aforesaid 
may  nevertheless  represent  the  same  at  all  such  meetings, 
and  may  vote  accordingly  as  a  stockholder. 

Stockholder,  when  not  liable  for  debts  of 
company. — §  25.  No  stockholder  shall  be  personally 
liable  for  the  payment  of  any  debt  contracted  by  any  cor¬ 
poration  formed  under  this  act,  which  is  not  to  be  paid 
within  two  years  from  the  time  the  debt  is  contracted,  nor 
unless  an  action  for  the  collection  of  such  debt  shall  be 
brought  against  such  corporation  within  two  years  after  the 
debt  shall  become  due;  and  no  action  shall  be  brought 
against  any  stockholder  who  shall  cease  to  be  a  stockholder 
in  any  such  corporation  for  any  debt  so  contracted,  unless 
the  same  shall  be  commenced  within  two  years  from  the 
time  he  shall  have  ceased  to  be  a  stockholder  in  such  cor¬ 
poration. 

Elections,  how  and  where  held. — §  2d.  The 

annual  elections  of  directors  shall  be  held  at  such  time  and 
place  as  shall  be  designated  by  the  by-laws  of  the  corpora¬ 
tion,  and  public  notice  of  such  time  and  place  shall  be  pub¬ 
lished,  not  less  than  ten  days  previous  thereto  in  a  news¬ 
paper  published  in  a  city  or  town  in  which  the  principal 
business  office  of  the  corporation  is  situated,  if  a  newspaper 
be  published  therein,  and  otherwise  in  the  newspaper  pub- 


/ 


18 


BUSINESS  COEPOEATIONS. 


lished  nearest  to  said  office ;  and  the  election  shall  he  made 
by  such  of  the  stockholders  as  shall  attend  for  that  purpose, 
either  in  person  or  by  proxy.  No  person  shall  be  permitted 
to  vote  upon  the  proxy  of  a  stockholder  in  any  such  corpora¬ 
tion  after  the  lapse  of  eleven  months  from  the  date  thereof, 
unless  the  stockholder  shall  have  specified  therein  that  it  is 
to  continue  in  force  for  some  longer  and  limited  time.  All 
elections  shall  be  by  ballot,  and  each  stockholder  shall  be 
entitled  to  as  many  votes  as  shall  equal  the  number  of 
his  shares  multiplied  by  the  number  of  directors  to  be 
elected,  and  he  may  distribute  his  votes  among  those  to  be 
voted  for  as  he  sees  fit ;  and  the  persons  receiving  the  great¬ 
est  number  of  votes  shall  be  directors,  and  when  any  va¬ 
cancy  shall  occur  among  the  directors  by  death,  resignation, 
or  otherwise,  it  shall  be  filled  for  the  remainder  of  the  year 
in  such  manner  as  may  be  provided  for  by  the  by-laws  of 
the  said  corporation. 

On  failure  to  elect,  directors  to  hold  over. 

— §  27.  In  case  it  shall  happen  at  $ny  time  that  an  election 
of  directors  shall  not  be  made  on  the  day  designated  by  the 
by-laws  of  said  corporation,  when  it  ought  to  have  been 
made,  the  corporation,  for  that  reason,  shall  not  be  dissolved, 
but  it  shall  be  lawful,  on  any  other  day  within  three  months 
thereafter  to  hold  an  election  for  directors,  upon  service  of 
notice  upon  the  stockholders  thereof  respectively  in  the 
manner  provided  in  section  five  of  this  act ;  and  all  acts  of 
directors  shall  be  valid  and  binding  as  against  such  corpora¬ 
tion  until  their  successors  shall  be  elected. 

Oath  of  inspectors  of  election. — §  28.  Every 
person  acting  as  an  inspector  of  election  in  any  such  corpo¬ 
ration  shall,  before  entering  upon  the  duties  of  his  office,  take 
and  subscribe  an  oath  or  affirmation  before  some  officer 


BUSINESS  CORPORATIONS. 


19 


authorized  to  administer  the  same,  that  he  will  discharge  the 
duties  of  his  office  with  fidelity,  and  that  he  will  not  receive 
any  vote  but  such  as  he  believes  to  be  legal,  nor  reject  any 
which  he  believes  to  be  legal  ;  and  if  any  such  inspector 
shall  violate  this  oath  or  affirmation,  he  shall  be  subject  to 
all  the  penalties  imposed  by  law  upon  inspectors  of  general 
State  elections  in  this  State  violating  their  duty,  and  shall 
be  proceeded  against  in  like  manner  and  with  like  effect. 

Extending  duration  of  corporate  existence. 

— §  29.  Whenever  any  corporation  organized  under  this 
act  has  fixed  the  duration  of  its  corporate  existence  for  a 
less  period  than  fifty  years,  it  may,  at  any  time,  extend  the 
term  of  its  existence  beyond  the  time  mentioned  in  the 
original  certificate  of  incorporation  by  the  consent  of  the 
stockholders  owning  two-thirds  in  amount  of  the  capital 
stock  of  such  corporation,  in  and  by  a  certificate  to  be  signed 
by  such  stockholders,  in  person  or  by  attorney  duly  author¬ 
ized  and  acknowledged  or  proved,  so  as  to  enable  it  to  be 
recorded,  which  certificate  shall  be  filed  in  the  office  of  the 
Secretary  of  State,  and  of  the  clerk  of  the  county  in  which 
the  principal  business  office  of  such  corporation  is  situated, 
and  the  said  Secretary  of  State  and  the  county  clerk  re¬ 
spectively,  upon  such  filing,  shall  record  the  same  in  the 
record  of  corporations  kept  in  his  office,  and  make  a  mem¬ 
orandum  of  such  record  in  the  margin  of  the  original  cer¬ 
tificate  in  such  record  book  ;  and  thereupon  the  time  of 
existence  of  such  corporation  shall  be  extended,  as  designated 
in  such  certificate,  for  a  term  which,  with  the  term  originally 
fixed,  will  not  exceed  fifty  years. 

Corporation  taxable  at  principal  place  of 
business. — §  30.  Every  corporation  organized  under  this 
act  shall  be  taxed  on  all  of  its  property,  except  its  real  estate 
2 


20 


BUSINESS  CORPORATIONS. 


in  the  town,  city  or  village,  where  its  principal  business 
office  is  situated,  and  on  its  real  estate  in  the  town,  city  or 
village  where  such  real  estate  is  situated  shall  be  taxed 
therein. 

Change  of  principal  place  of  business. — §  31. 

Such  corporation  may  change  its  principal  place  of  business 
by  the  consent  of  the  stockholders  owning  two-thirds  in 
amount  of  the  capital  stock  of  such  corporation,  in  and  by 
a  certificate  to  be  signed  by  such  stockholders  in  person  or  by 
attorney  duly  authorized  and  acknowledged  or  proved,  which 
certificate  shall  be  filed  in  the  office  of  the  Secretary  of  State, 
and  of  the  clerk  of  the  county  in  which  the  principal  busi¬ 
ness  office  of  such  corporation  is  situated  ;  and  the  Secretary 
of  State  and  county  clerk  respectively  shall,  upon  such  filing, 
record  the  same  in  the  record  of  corporations  kept  in  his 
office,  and  make  a  memorandum  of  such  record  in  the  mar¬ 
gin  of  the  record  of  the  original  certificate  recorded  in  such 
office,  and  thereupon  the  principal  business  office  of  such 
corporation  shall  be  deemed  to  be  changed  as  stated  in  said 
certificate. 

Act,  when  applicable  to  existing  com¬ 
panies. — §  32.  Any  existing  business  corporation,  hereto¬ 
fore  organized  under  the  general  laws  of  this  State,  or  by 
special  charter,  may  come  under  and  avail  itself  of  the 
privileges  and  provisions  of  this  act,  by  complying  with  the 
following  provisions  :  The  directors  of  such  corporation 
shall  publish  a  notice  signed  by  at  least  a  majority  of  them, 
in  a  newspaper  in  the  county  in  which  the  principal  business 
office  thereof  is  situated,  for  at  least  three  successive  weeks, 
and  to  deposit  a  written  or  printed  copy  thereof  in  the  post- 
office,  postage  prepaid,  addressed  to  each  stockholder  at  his 
last  known  place  of  residence,  at  least  three  weeks  previous 


BUSINESS  CORPORATIONS. 


21 


to  the  day  fixed  upon  for  holding  such  meeting,  specifying 
the  object  of  the  meeting,  and  the  time  and  place  when  and 
where  such  meeting  shall  be  held.  At  the  time  and  place 
specified  in  the  notice,  the  stockholders  shall  organize  by 
choosing  one  of  the  directors  chairman  of  the  meeting,  and 
also  a  suitable  person  for  secretary,  and  proceed  to  a  vote 
of  those  present,  in  person  or  by  proxy  ;  and  if  votes  rep¬ 
resenting  a  majority  of  all  the  stock  of  the  company  shall 
be  given  in  favor  of  availing  itself  of  the  provisions  of  this 
act,  the  said  officers  shall  make  a  certificate  of  the  proceed¬ 
ings  showing  a  compliance  therewith,  duly  acknowledged, 
and  stating  : 

1.  The  name  of  the  corporation. 

2.  The  object  for  which  it  is  formed,  including  the  na_ 
ture  and  locality  of  its  business. 

3.  The  amount  and  description  of  the  capital  stock. 

4.  The  number  of  shares  of  which  such  capital  stock 
consists. 

5.  The  location  of  the  principal  business  office. 

6.  The  duration  of  the  corporation,  which,  however,  shall 
not  exceed  fifty  years. 

7.  The  names  of  directors  f  which  certificate,  with  a 
copy  of  the  by-laws  of  such  corporation,  shall  be  filed  in 
the  office  of  the  Secretary  of  State,  and  of  the  clerk  of  the 
county  in  which  the  principal  business  office  of  such  corpora¬ 
tion  is  situated.  From  the  time  of  such  filing  such  corpora¬ 
tion  shall  be  deemed  to  be  a  corporation  organized  under 
this  act;  but  no  such  change  or  proceedings  shall  in  any 
way  affect  the  existing  liabilities  of  the  corporation  so  avail¬ 
ing  itself  of  the  provisions  of  this  act. 

Classification  of  Corporations, — §  33.  The  cor¬ 
porations  formed  under  this  act  shall  be  of  two  classes,  to 
be  known  respectively,  as  : 


22 


BUSINESS  CORPORATIONS. 


1.  Full  liability  companies. 

2.  Limited  liability  companies. 

“  Full  liability  companies,” — §  34.  In  “full 

liability  companies,”  all  the  stockholders  shall  be  severally 
individually  liable  to  the  creditors  of  the  company  in  which 
they  are  stockholders,  for  all  debts  and  liabilities  of  such 
company,  and  may  be  joined  as  defendants  in  any  action 
against  the  company.  No  execution  shall  issue  against  any 
stockholder  individually,  until  execution  has  been  issued 
against  the  company  and  been  returned  unsatisfied ;  and 
whenever  a  judgment  shall  be  recovered  against  a  stock¬ 
holder  individually,  all  the  stockholders  shall  contribute  a 
proportionate  share  of  the  amount  paid  by  such  stockholder 
on  such  judgment,  proportioned  to  the  number  of  shares  of 
stock  owned  by  each  of  such  stockholders,  and  such  stock¬ 
holder  shall  have  a  right  of  action  against  the  other  stock¬ 
holders  in  such  corporation  jointly  or  severally,  to  recover 
from  them,  and  each  of  them,  the  proper  portion  due  by 
them  and  each  of  them  of  the  amount  so  paid  on  such  judg¬ 
ment. 

“  Limited  liability  companies,” — §  35.  In 

“  limited  liability  companies,”  the  name  of  the  company 
shall  in  every  case  have  as  its  last  word,  the  word  “  limited,” 
and  every  such  corporation  shall  paint  or  affix,  and  shall 
keep  painted  or  affixed,  its  name  on  the  outside  of  every  of¬ 
fice  or  place  in  which  the  business  of  the  company  is  car¬ 
ried  on,  in  a  conspicuous  position  in  letters  easily  legible, 
and  shall  have  its  full  name  stated  in  legible  characters  in 
all  notices,  advertisements,  and  other  official  publications  of 
such  company,  and  in  all  its  bills  of  exchange,  promissory 
notes,  checks,  orders  for  money,  bills  of  lading,  invoices,  re- 


BUSINESS  CORPORATIONS. 


23 


ceipts,  letters,  and  other  writings  used  in  the  transaction  of 
the  business  of  the  corporation. 

Penalty  for  omission  of  word  “  limited  ” 
in  use  of  corporate  name.— §  36.  Every  omission 
of  the  word  “  limited  ”  in  the  use  of  the  name  of  such  com¬ 
pany  shall  render  each  and  every  officer  or  director  in  such 
company  personally  liable  for  any  indebtedness,  damage  or 
liability  incurred  during  such  omission.  If  any  limited  lia¬ 
bility  company  under  this  act  does  not  paint  or  affix,  and 
keep  painted  or  affixed,  its  name,  in  the  manner  above  set 
forth,  it  shall  be  liable  to  a  penalty  of  not  exceeding  twenty- 
five  dollars  for  such  omission,  for  every  day  during  which 
such  name  is  not  so  kept  painted  or  affixed ;  and  every  di¬ 
rector  or  officer  of  such  company  who  shall  authorize  or 
permit  such  omission  shall  be  liable  to  like  penalty ;  and 
if  any  director  or  officer  of  such  company,  or  any  person  on 
its  behalf,  shall  use  or  authorize  the  use  of  any  seal  purport 
ing  to  be  a  seal  of  the  company  on  which  its  name  is  not  so 
engraved  as  aforesaid,  or  shall  use  or  authorize  the  issue  of 
any  notice,  advertisement  or  other  official  publication  of 
such  company,  or  shall  sign  or  authorize  to  be  signed  on 
behalf  of  such  company  any  bill  of  exchange,  promissory 
note,  indorsement,  check,  order  for  money  or  goods,  invoice, 
bill,  receipt,  letter  of  credit  or  other  writing  of  the  company 
wherein  its  name  is  not  mentioned  as  aforesaid,  he  shall  be 
liable  to  a  penalty  of  one  hundred  dollars.  The  penalties  in 
this  section  provided  shall  be  sued  for  in  the  name  of  the 
People  of  State  of  New  York  by  the  district  attorney  of 
the  county  in  which  the  principal  office  of  such  corporation 
is  located,  and  the  amounts  recovered  shall  be  paid  over  to 
the  proper  authorities  for  the  support  of  the  poor  of  such 
county. 


24- 


business  COEPOKATIONS. 


Individual  liability  of  stockholders  in  “  lim¬ 
ited  liability”  companies. — §  37.  In  limited  liability 
companies,  all  the  stockholders  shall  be  severally  individu¬ 
ally  liable  to  the  creditors  of  the  company  in  which  they 
are  stockholders,  to  an  amount  equal  to  the  amount  of  stock 
held  by  them,  respectively,  for  all  debts  and  contracts  made 
by  such  company,  until  the  whole  amount  of  capital  stock 
fixed  and  limited  by  such  company  has  been  paid  in,  and  a 
certificate  thereof  has  been  made  and  recorded  as  hereinafter 
prescribed.  The  term  stockholder,  as  used  herein,  shall  ap¬ 
ply  not  only  to  such  persons  as  appear  by  the  books  of  the 
corporation  or  association  to  be  such,  but  also  to  every 
equitable  owner  of  stock,  although  the  same  may  appear  on 
such  books  in  the  name  of  another  person,  and  also  to  every 
person  who  shall  have  advanced  the  installments  or  pur¬ 
chase  money  of  any  stock  in  the  name  of  any  person  under 
twenty-one  years  of  age,  and  while  such  person  remains  a 
minor  to  the  extent  of  such  advance  ;  and  also  to  every 
guardian  or  other  trustee  who  shall  voluntarily  invest  any 
trust  funds  in  such  stock  ;  and  no  trust  funds  in  the  hands 
of  such  guardian  or  trustee  shall  be  in  any  way  liable  under 
the  provisions  of  this  act  by  reason  of  any  such  investment, 
nor  shall  the  person  for  whose  benefit  any  such  investment 
may  be  made  be  responsible  in  respect  to  such  stock  until 
thirty  days  after  the  time  when  such  persons  respectively 
become  competent  and  able  to  control  and  dispose  of  the 
same ;  but  the  guardian  or  other  trustee  making  such  in¬ 
vestment  as  aforesaid  shall  continue  responsible  as  a  stock¬ 
holder  until  such  responsibility  devolves  upon  the  person 
beneficially  interested  therein  ;  and  in  respect  to  stock  held 
by  a  guardian  or  other  trustee  under  a  transfer  of  the  same 
by  a  third  person,  or  under  positive  directions  by  a  third 
person  for  such  investment,  the  person  making  such  transfer 


BUSINESS  CORPORATIONS. 


25 


or  giving  such  directions,  and  his  executors  and  administra¬ 
tors  shall,  for  the  purposes  of  this  act,  be  deemed  a  stock¬ 
holder  ;  and  the  estate  of  such  person,  if  he  be  deceased, 
shall  be  responsible  for  the  debts  and  liabilities  chargeable 
on  such  stock,  according^  to  the  provisions  of  this  act.  No 
execution  shall  issue  against  any  stockholder  individually, 
until  execution  has  been  issued  against  the  corporation  and 
returned  unsatisfied  ;  and  whenever  a  judgment  shall  be  re¬ 
covered  against  a  stockholder  individually,  all  the  stockhold¬ 
ers  shall  contribute  a  proportionate  share  of  the  amount  paid 
by  such  stockholder  on  such  judgment  proportioned  to  the 
number  of  shares  of  stock  owned  by  each  of  such  stock¬ 
holders,  and  such  stockholder  shall  have  a  right  of  action 
against  the  other  stockholders  in  such  corporation,  jointly 
or  severally,  to  recover  from  them,  and  each  of  them,  the 
proportion  due  by  them  and  each  of  them  of  the  amount  so 
paid  on  such  judgment.  The  capital  stock  of  every  such 
limited  liability  company  shall  be  paid  in,  one-half  thereof 
within  one  year,  and  the  other  half  thereof  within  two  years 
from  the  incorporation  of  said  company,  or  such  corpora¬ 
tion  shall  be  dissolved.  The  directors  of  every  such  com¬ 
pany,  within  thirty  days  after  the  payment  of  the  last  in¬ 
stallment  of  the  capital  stock,  shall  make  a  certificate  stating 
the  amount  of  the  capital  so  paid  in,  which  certificate  shall 
be  signed  and  sworn  to  by  the  president,  and  a  majority  of 
the  directors ;  and  they  shall,  within  the  said  thirty  days, 
record  the  same  in  the  office  of  the  Secretary  of  State,  and 
of  the  county  in  which  the  principal  business  office  of  such 
corporation  is  situated. 

Effect  of  dissolution. — §  38.  The  dissolution,  for 
any  cause  whatever,  of  any  corporation  created  as  aforesaid, 
shall  not  take  away  or  impair  any  remedy  given  against 
such  corporation,  its  stockholders  or  officers,  for  any  liabili¬ 
ties  incurred  previous  to  its  dissolution. 


/ 


\ 


INDEX. 


ACT  applicable  to  existing  corporations,  when,  20. 

ACTIONS  by  and  against  corporation,  5. 

against  stockholders  in  “full  liability”  companies,  22. 
to  recover  unpaid  installments  on  subscriptions,  10.  , 
for  penalties,  14,  23. 

ADMINISTRATOR  holding  stock,  not  personally  liable,  16. 

may  represent  share  of  stock  in  his  hands,  and  vote  as 
a  stockholder,  17. 

ANNUAL  REPORT  to  be  filed,  14. 
requisites  of,  14. 

directors  liable  for  failure  to  make,  14. 
liability  of  officers  for  false,  16. 

APPLICATION  for  certificate  of  incorporation,  when  may  be 
made,  5. 

what  to  contain,  6. 
how  executed,  5. 
where  to  be  filed,  6. 

BONDHOLDER,  liability  of  director  to,  12. 

BONDS,  company  may  issue,  to  what  amount,  11. 

directors  liable  for  overissue  of,  when,  12. 
to  be  issued  only  for  money,  labor  done,  or  property  re¬ 
ceived,  12. 

BOOK,  minute ,  treasurer  to  keep,  10. 

subscription ,  commissioners  to  open,  6. 
containing  accounts  of  company’s  business  to  be  kept, 
i3. 

open  to  inspection,  13. 

containing  names  of  stockholders  to  be  kept,  13. 
presumptive  evidence  of  facts  therein  stated,  13. 
penalty  for  neglect  to  keep,  14. 

BUSINESS,  place  of,  to  be  designated,  6. 
may  be  changed,  20. 
company  taxable  at,  19. 

2* 


28 


INDEX. 


BY-LAWS,  power  of  company  to  make,  5. 
to  be  adopted  at  first  meeting,  7. 
what  to  provide,  7. 

to  regulate  times  for  payment  of  installments  on  sub¬ 
scriptions,  10. 

amended ,  copy  of,  to  be  filed,  8. 
certified  coj^y  of,  to  be  evidence,  8. 

CAPITAL  STOCK  to  be  divided  in  shares,  10. 
debts  should  not  exceed,  16. 
may  be  increased  or  diminished,  12. 
how  reduced,  12. 
when  company  may  reduce,  12. 
statement  of  increase  or  reduction  to  be  filed,  12. 
annual  report  to  state  amount  of,  14. 
to  be  issued  only  for  money,  labor  done,  or  property  re¬ 
ceived,  12. 

dividends  not  to  be  paid  out  of,  15. 

See  Stock. 

CERTIFICATE  changing  place  of  business,  to  be  filed  and  re¬ 
corded,  20. 

extending  corporate  existence,  when  may  be  made,  19. 

to  be  filed  and  recorded,  where,  19. 
of  incorporation,  application  for,  5. 
when  to  be  issued,  8. 
what  to  contain,  8. 
copy  of,  to  be  filed  and  recorded,  8. 
certified  copy  of,  to  be  evidence,  8. 
fees  for,  8. 

of  payment,  capital  stock,  in  “limited  liability”  com¬ 
panies,  25. 

of  stock,  how  to  be  issued,  11. 
how  transferable,  11. 
when  not  transferable,  11. 

CLASSIFICATION  of  corporations,  21. 

CLERK  or  treasurer  to  keep  record  of  stockholders,  transfers 
of  stock,  &c.,  18. 

liability  of,  for  failure  to  make  entry  in  record  of 
stockholders’  names,  &c.,  14. 

See  Secret  \xiY 

COMMISSIONERS  to  open  books,  to  be  appointed,  6. 
duty  of,  6,  7. 

to  call  meeting  of  subscribers,  when,  6. 
verified  copy  of  proceedings  of  first  meeting,  to  be  filed 
-  by,  7. 


INDEX. 


29 


COMMON  SEAL,  corporations  may  use,  5. 

word  limited  to  be  engraved  on,  when,  23. 
COMPANIES,  objects  for  which  may  be  formed,  4. 
formation  of,  under  act,  5,  6,  7. 
may  purchase,  hold  and  convey  property,  5. 
may  use  common  seal,  sue  and  be  sued,  &c.,  5. 
may  borrow  money,  11. 
mav  issue  bonds,  11. 
may  increase  or  reduce  capital  stock,  12. 
not  to  loan  money  to  stockholders,  16. 
powers  of,  5. 

not  dissolved  by  failure  to  elect  directors,  18. 
where  taxable,  19. 

indebtedness  of,  not  to  exceed  capital  stock,  16. 

“  limited  liability ,”  duty  of,  22. 

CORPORATE  existence  not  exceed  fifty  years,  6. 
may  be  extended,  19. 
how  extended,  19. 

certificate  of  extension  of,  to  be  filed,  19. 
CORPORATION.  See  Companies. 

CREDITORS,  executors,  &c.,  not  liable  to,  16. 

liability  of  directors  to,  for  failure  to  make  annual  re¬ 
port,  14. 

for  declaring  dividend  when  company  insolv¬ 
ent,  15. 

when  corporate  indebtedness  exceeds  capital 
stock,  16. 

officers  to,  for  false  certificate,  &c.,  16. 
stockholders  to,  17. 

stockholders  in  “  full  liability  ”  companies  to, 

22. 

stockholders  in  “limited  liability”  com¬ 
panies  to,  24. 

DEBTS,  annual  report  of,  to  be  made  and  filed,  14. 
when  stockholders  liable  for,  17,  22,  24. 
when  directors  liable  for,  14, 15,  16. 
when  officers  liable  for,  16. 
should  not  exceed  capital  stock,  16. 

DIRECTORS,  qualification  of,  9. 
number  of,  9. 

number  of,  how  changed,  9. 

first  election  of,  7. 

election  of,  how  conducted,  17, 18. 


30 


INDEX. 


DIRECTORS — continued . 

majority  of  whole  number  of,  necessary  to  constitute 
a  quorum,  10. 

may  act  till  successors  elected,  18. 
to  prepare  and  issue  certificates  of  stock,  11. 
to  make  and  file  annual  report,  14. 
to  cause  record  of  names  of  stockholders  to  be  kept, 
13. 

correct  books  of  corporate  accounts  to  be  kept,  13. 
liability  of,  for  failure  to  make  report,  14. 

for  declaring  dividend  when  company  is  in¬ 
solvent,  15. 

when  corporate  indebtedness  exceeds  capi¬ 
tal  stock,  16. 

for  omission  of  word  “  limited  ”  in  use  of 
corporate  name,  23. 
for  overissue  of  bonds,  12. 

DISSOLUTION,  not  worked  by  failure  to  hold  election,  18. 

by  not  organizing  within  a  year  after  issuing  of  license,  9. 
not  to  impair  any  existing  liability  of  the  company,  its 
stockholders  or  officers,  25. 

DIVIDENDS  not  to  be  paid  out  of  capital  stock,  15. 
liability  of  directors  for  declaring,  15. 

ELECTION  OF  DIRECTORS  to  be  annual,  17. 
when  and  where  held,  17. 
notice  of,  7, 17. 

when  stockholder  cannot  vote  at,  10. 
who  may  vote  at,  17, 18. 
shall  be  by  ballot,  18. 
neglect  to  hold,  on  day  appointed,  18. 
pledgor  of  stock  may  vote  at,  17. 
executors,  &c. ,  holding  stock  as  such,  may  vote  at,  17. 
EVIDENCE,  certified  copy  of  certificate  of  incorporation,  to 
be,  8. 

certified  copy  amended  by-laws,  to  be,  8. 
record-book  of  stockholders’  names,  &c.,  to  be,  13. 
EXECUTOR  holding  stock  not  personally  liable,  16. 

may  vote  on  stock  held  by  him  as  such,  17. 
EXISTENCE  OF  COMPANY.  See  Corporate  Existence. 
EXISTING  COMPANIES  may  avail  themselves  of  provisions  of 
this  act,  20. 

FALSE  CERTIFICATE  OR  REPORT,  liability  of  officers  for 
making,  16. 


INDEX. 


31 


FORFEITURE  OF  STOCK  for  non-payment  of  calls,  10. 

“  FULL  LIABILITY  COMPANIES,”  22. 

GUARDIAN  holding  stock  not  personally  liable,  16. 
may  vote  on  stock  held  by  him  as  such,  17. 

INDIVIDUAL  LIABILITY.  See  Liability. 

INSOLVENT  COMPANY  not  to  pay  dividend,  15. 
INSPECTORS  OF  ELECTIONS  to  take  and  subscribe  oath  of 
office,  18. 

penalty  imposed  on,  for  violation  of  oath  of  office,  19. 

LIABILITY  of  directors  for  failure  to  make  report,  14. 

for  declaring  dividend  when  company  in¬ 
solvent,  15. 

when  corporate  indebtedness  exceeds  capital 
stock,  16. 

for  omission  of  word  “limited”  in  use  of 
corporate  name,  23. 

of  officers  for  money  loaned  to  stockholders,  16. 

for  making  false  certificate  or  report,  16. 
of  stockholders,  17,  22,  24. 

of  administrator,  executor,  guardian,  or  trustee,  16. 
LICENSE,  to  be  issued  by  Secretary  of  State,  when,  6. 

deemed  revoked,  when,  9. 

“LIMITED  LIABILITY”  COMPANIES,  22. 
who  deemed  stockholder  in,  24,  25. 
capital  stock  of,  how  paid  in,  25. 
certificate  of  payment  of,  to  be  recorded,  25. 

LOAN  OF  MONEY  to  stockholders  prohibited,  16. 

MEETING  of  stockholders  to  increase  or  diminish  capital 
stock,  - 12. 

of  subscribers,  when  commissioners  to  call,  6. 
to  adopt  by-laws,  &c.,  6. 
notice  of,  7. 

NAME  of  proposed  company  to  be  set  forth  in  application  for 
certificate  of  incorporation,  6. 
when  same  as  name  of  existing  company,  6. 
word  “limited”  to  be  affixed  to,  when,  22. 

NOTICE  of  first  meeting  of  subscribers,  7. 
of  elections,  17. 

of  meeting  to  increase  or  diminish  capital  stock,  12. 
of  sale  of  forfeited  stock,  11. 


32 


INDEX. 


OATH  OF  OFFICE,  inspectors  of  election  to  take  and  sub' 
scribe,  18. 
form  of,  19. 

penalty  imposed  on  inspectors  of  election  for  violation 
of,  19. 

OFFICERS  enumerated,  7. 

by-laws  to  provide  for  filling  vacancies  among,  7. 
to  be  elected,  7,  9. 
duties  of,  10. 

may  be  required  to  give  bonds  for  faithful  discharge 
of  duties,  10. 

liability  of,  for  neglect  to  make  entry  in  record  book 
of  stockholders’  names,  &c.,  14. 
for  omitting  word  “  limited  ”  in  use  of  corpo¬ 
rate  name,  28. 

for  loan  of  money  to  stockholders,  16. 
for  false  certificate  or  report,  16. 
power  of  company  to  appoint  subordinate,  5. 

See  President,  Secretary,  Treasurer. 

PENALTY  for  not  keeping  record  of  stockholders’  names,  &c., 
14 

for  violating  oath  of  office,  19. 

for  omission  of  word  “limited”  in  use  of  corporate 
name,  28. 

PLEDGEE  OF  STOCK  not  personally  liable,  16. 

PLEDGOR  OF  STOCK  to  remain  personally  liable,  16. 

may  vote  as  stockholder,  17. 

POWERS  OF  COMPANY,  4,  5,  11. 

PRESIDENT  and  subordinate  officers  to  be  elected,  7,  9. 
PROXY,  votes  by,  18. 

when  not  allowed  to  be  voted  on,  18. 

REPORT.  See  Annual  Report. 

SEAL.  See  Common  Seal. 

SECRETARY  to  be  elected  by  directors,  7. 
duty  of,  10. 

SHARES  OF  STOCK.  See  Certificates  of  Stock. 

STOCK,  proceedings  before  forfeiture  of,  10,  11. 

when  forfeited  must  be  sold  at  public  auction,  11. 
transfer  of,  to  be  entered  in  corporate  books,  13. 
can  be  issued  only  for  money,  labor  done,  or  prop¬ 
erty  received,  12. 


INDEX. 


33 


STOCK — continued. 

how  transferred,  11. 

See  Capital  Stock,  Certificate  of  Stock. 
STOCKHOLDERS,  right  to  vote  at  election,  18. 
cannot  vote  at  election,  when,  10. 
money  not  to  be  loaned  to,  16. 

who  deemed,  in  “  limited  liability”  company,  24,  25. 
majority  may  increase  or  reduce  capital  stock,  12. 
book  containing  names,  &c.,  of,  to  be  kept,  13. 
right  to  inspect  corporate  books,  13. 
who  hold  as  -executors,  &c.,  not  personally  liable  for 
corporate  debts,  16. 
executors,  &c.,  may  vote  as,  17. 
pledgors  of  stock  may  vote  as,  17. 

remain  liable  as,  16. 
pledgees  of  stock  not  liable  as,  16. 
liability  of,  17. 

liability  of,  in  “full  liability  ”  companies,  22. 
liability  of,  in  “  limited  liability  ”  companies,  24. 
meetings  of,  12. 

SUBSCRIPTIONS,  commissioners  to  open  book  for,  6. 
how  and  when  payable,  10. 

TABLE  OF  CORPORATIONS  to  be  published  annually  in 
session  laws,  9. 
what  to  contain,  9. 

TAXATION,  company  subject  to,  where,  19. 

what  corporate  property  is  liable  to,  19. 

TRANSFER  OF  STOCK,  how  effected,  11. 

when  can  not  be  made,  11. 

TREA  SURER  to  be  elected  by  directors,  7. 

to  give  bonds  for  faithful  discharge  of  duties,  10. 
to  keep  book  containing  stockholders’  names,  &c.,  13. 
TRUSTEE  holding  stock,  as  such,  not  personally  liable,  16. 
may  vote  as  stockholder,  17. 

VACANCIES  among  directors  and  other  officers,  by-laws  to  pro¬ 
vide  for  "filling,  7. 

VOTES,  when  can  not  be  by  proxy,  18. 
of  executors,  &c.,  17. 
of  pledgor  of  stock,  17. 
of  stockholders,  when  not  received,  10. 
to  be  taken  by  ballot,  18. 


O' 

APPENDIX. 


INDEX  TO  FORMS. 


PAGE 

Preliminary  Certificate  .....  ii 

Commissioners’  Report. — Verified  Record  of  Proceedings  .  iii 

By-Laws  ......  v 

Annual  Report  ......  xi 

Certificate  of  “  Limited  Liability  ”  Company  as  to  Payment' of 

Capital  Stock  .  .  .  .  .  .  .  xii 

Certificate  Extending  Term  of  Corporate  Existence  .  .  xiii 

Certificate  Changing  Business  Office  ....  xiv 
Statement  of  Increase  of  Capital  Stock  .  .  .  xv 

*  Certificate  of  Reorganization  ....  xvi 


i 


FORMS. 


Preliminary  Certificate. 

See  page  5,  §  3. 

State  of  New  York,  ) 

County  of  [  ss ' 

We,  the  undersigned  A.  B.,  C.  D.,  E.  F.,  ana  G-.  H.,  all  of  the 
City  of  New  York,  and  I.  J.,  of  the  City  of  ,  State  of 

,  do  hereby  certify:  That  we  propose  to  form  a  com¬ 
pany,  of  the  class  of  (full,  or)  limited  liability  companies,  pursu¬ 
ant  to  the  provisions  or  an  act  of  the  Legislature  of  the  State 
of  New  York,  entitled  “  An  act  to  provide  for  the  organization 
and  regulation  of  certain  business  corporations,”  passed  June 
21st,  1875,  and  do  hereby  set  forth: 

First.  The  name  of  said  corporation  is  to  be  the  [here  insert 
corporate  name ,  with  addition  of  word  “Limited,”  if  the  proposed 
corporation  is  to  belong  to  that  class]. 

Second.  The  object  and  nature  of  the  business  for  which  said 
corporation  is  to  be  formed  is  [ here  state  exact  object  and  nature 
of  business  to  be  carried  on],  and  the  manufactory  thereof  and  the 
locality  of  its  business  are  to  be  at  ,  County  of 

,  State  of  New  York. 

Third.  The  amount  of  the  capital  stock  of  said  corporation 
is  to  be  [ insert  amount ]  dollars. 

Fourth.  The  number  of  shares  of  which  said  capital  stock 
shall  consist,  is  to  be  [insert  total  number  of  shares  and  par  value 
of  each). 

Fifth.  The  location  of  the  principal  business  office  of  said 
corporation  is  to  be  in  the  city  of  [insert  name  of  city],  in  the 
State  of  New  York. 

Sixth.  The  duration  of  said  corporation  is  to  be  for  the  term 
of  [insert  number  of  years,  which  must  not  exceed  fifty]. 

In  witness  whereof  we  have  hereunto  affixed  our  hands  in  the 
city  of  ,  on  the  day  of  ,  A.  D.  187  . 

[Individual  signatures  of  proposed  corporators , 
above  named.] 


APPENDIX. 


Ill 


State  of  New  York, 

County  of 

On  this  day  of  ,  A.  D.,  187  ,  before  me 

personally  came  [ insert  names  of  proposed  corporators ],  to  me  per¬ 
sonally  known,  and  known  to  me  to  be  the  persons  described  in 
and  who  executed  the  foregoing  instrument,  and  they  severally 
acknowledged  to  me  that  they  executed  the  same  for  the  pur¬ 
poses  therein  set  forth. 

In  witness  whereof  I  have  hereunto  affixed  my 
[l.  s.]  hand  and  seal  of  office,  in  the  city  of  New  York,  on 
the  day  and  date  above  set  forth. 

[Name  and  title  of  notary. \ 


Commissioners’  Report. — Verified  Record  of  Proceedings. 

See  page  7,  §  7. 

State  of  New  York , 

Office  of  the  Secretary  of  State , 

It  is  hereby  certified,  that  an  original  certificate  for  the  forma¬ 
tion  of  a  corporation,  in  the  class  of  limited  (or  full)  liability  com¬ 
panies,  under  the  corporate  name  of  [here  name  is  inserted ],  under 
chapter  611,  Laws  of  1875,  entitled  “  An  Act  to  provide  for  the 
organization  and  regulation  of  certain  business  corporations,” 
was  filed  in  this  office  on  the  day  of  ,  187  . 

I  do  therefore  hereby  license  and  empower  the  following 
named  persons  (being  the  persons  named  in  and  who  have  made 
and  acknowledged  said  certificate),  to  wit :  [ names  of  proposed 
corporators ],  as  commissioners  to  open  books  for  subscriptions  to 
the  capital  stock  of  such  corporation,  at  such  times  and  places  as 
they  may  determine,  to  the  full  amount  of  the  capital  stock 
named  and  authorized  in  said  certificate,  to  wit: 

dollars,  in  shares  of  dollars  each  ;  said 

commissioners  to  proceed  in  all  respects  as  provided  in  and  by 
the  said  act,  under  which  said  corporation  is  proposed  to  be  or¬ 
ganized. 

Witness  my  hand  and  the  seal  of  office  of  the  Secretary  of 
State,  at  the  city  of  Albany,  this  day  of 

,  187  . 


[l.  s.] 


Secretary  of  State. 


IV 


APPENDIX. 


In  accordance  with  the  foregoing  license  from  the  Secretary 
of  State  of  the  State  of  New  York,  a  meeting  of  the  commis¬ 
sioners  named  in  said  license  was  held  this  day  of 

,  187  ,  at  No.  ,  street,  in  the 

city  of  ,  at  o’clock,  a.  (or  p.)  m. 

There  were  present,  Messrs. 

,  being  the  whole  number  of  said 

commissioners. 

The  meeting  was  called  to  order  by  the  selection  of  Mr. 

to  act  as  chairman,  and  Mr.  to  act 

as  secretary. 

On  motion  of  Mr.  ,  the  following  preamble  and 

resolution  were  adopted : 

“  Whereas ,  In  accordance  with  section  5  of  the  Act,  chapter 
611,  Laws  of  1875,  passed  June  21st,  1875,  it  becomes  necessary 
to  have  one-lialf  of  the  capital  stock  subscribed,  and  ten  (10) 
per  cent,  paid  thereon  in  cash,  so  as  to  effect  an  organization, 

“  Therefore  be  it  Resolved ,  That  books  for  subscriptions  to 
the  capital  stock  of  this  company  be  now  opened,  and  that  sub¬ 
scriptions  to  the  capital  stock  of  this  company  be  now  received, 
and  that  each  subscriber  at  the  time  of  subscribing  shall  pay 
ten  (10)  j3er  cent,  of  his  subscription  in  cash.” 

Mr.  was  appointed  treasurer  to  receive  said  cash 

subscriptions. 

In  accordance  with  the  foregoing  resolution,  the  following 
subscriptions  were  received  in  shares  of  dollars  each,  and 

ten  (10)  per  cent,  thereon  paid  in  by  each  of  the  subscribers,  in 
cash,  to  the  treasurer,  as  follows:  [here  insert  date  of  subscription 
and  name  and  place  of  residence  of  subscriber ,  with  amount  of  his 
subscription — e.  g.,  “  Sept.  1,  1875,  A.  B.,  office  street, 

city,  15  shares”]. 

It  being  shown  that  one-half  of  the  whole  capital  stock  had 
been  subscribed,  and  ten  (10)  per  cent,  paid  thereon,  in  accord¬ 
ance  with  the  requirements  of  section  5  of  the  Act  of  June  21, 
1875,  the  secretary  was  instructed  to  notify  each  subscriber,  in 
writing,  that  a  meeting  of  all  the  subscribers  would  be  held  on 
the  day  of  ,  at  o’clock,  a.  (or  p.)  m.,  at 

No.  street,  for  the  purpose  of  adopting  by¬ 

laws  for  such  corporation,  and  electing  directors  thereof,  after 
which  the  meeting  adjourned. 

New  York  City,  ,  187  . 


Secretary. 


APPENDIX. 


V 


New  York,  ,18  . 

A  meeting  of  the  subscribers  to  the  capital  stock  of  the 
[insert  corporate  name ,  with  addition  of  word  “  Limited,”  if  the 
company  belongs  to  that  class ]  will  be  held  on  the  day 

of  ,  18  ,  at  o’clock,  a.  {or  p.)  m.,  at  No. 

street,  for  the  adoption  of  by-laws  and  the  election  of  directors 
for  said  company. 

Secretary. 

In  accordance  with  the  foregoing  notice,  duly  mailed,  post¬ 
age  paid,  at  least  five  days  prior  to  the  day  of  , 

187  ,  to  each  subscriber,  at  his  residence,  a  meeting  of  the  sub¬ 

scribers  to  the  capital  stock  of  the  [insert  corporate  name ,  with 
addition  of  word  ' 1  Limited,”  if  company  belongs  to  that  class]  was 
held  on  the  day  of  ,  187  ,  at  o’clock, 

a.  {or  p.)  m.,  at  No.  street,  in  the  city  of 

There  were  represented  in  person  [insert  number]  shares  of  the 
capital  stock  of  the  company,  by  [insert  number]  subscribers  to 
said  stock ;  being  the  whole  amount  subscribed. 

Mr.  was  called  to  the  chair,  and  Mr.  was 

chosen  secretary. 

The  chairman  presented  to  the  meeting  a  set  of  by-laws  for 
the  government  of  the  company,  which  were  duly  discussed  and 
amended,  and,  on  motion,  the  following  resolution  was  unan¬ 
imously  adopted : 

“  Resolved ,  That  this  meeting  hereby  adopt  the  following 
‘  By-laws  for  the  [insert  corporate  name ,  with  addition  of  word 
u  Limited,”  if  the  company  belongs  to  that  class],  to  wit : 


BY-LAWS 

OF  THE 

[  Corporate  name ,  with  addition  of  word  u  Limited,”  if  company 

belongs  to  that  class.] 

Article  1.  Of  Directors. 

Section  1.  The  number  of  directors  of  the  company  shall  be 
[insert  number ;  not  less  than  five  nor  more  than  thirteen J,  who 
shall  be  stockholders  of  the  company  to  the  extent  of  at  least 
five  shares  each,  and  shall  be  annually  elected  at  the  annual 
meeting  on  the  [insert  day — e.  g.,  first  Monday  of  May],  and  serve 


VI 


APPENDIX. 


for  the  term  of  one  year,  and  until  such  time  as  their  successors  are 
chosen,  but  in  no  case  to  hold  longer  than  three  months  after  the 
expiration  of  the  year.  Any  vacancy  in  the  board  of  directors,  or 
among  the  officers  of  the  company,  caused  by  death,  resignation, 
or  otherwise,  shall  be  filled  by  the  remaining  directors  for  the  bal¬ 
ance  of  the  year,  and  until  the  next  annual  election.  Any  va¬ 
cancy  among  the  directors  may  be  filled  at  a  special  meeting  of 
the  stockholders,  if  called  for  that  purpose  immediately  after 
the  occurrence  of  such  vacancy.  Any  one  or  more  of  the  direct¬ 
ors  may  be  removed  at  any  time  by  a  vote  of  two  thirds  in 
amount  of  all  the  stockholders  at  any  special  meeting  called  for 
that  purpose. 

Section  2.  The  board  of  directors,  immediately  after  organiz¬ 
ing,  shall  elect  a  president,  a  treasurer,  and  a  secretary.  They 
shall  hold  their  offices  for  the  term  of  one  year,  or  until  the  next 
annual  election  (if  held  within  three  months  from  time  of  said 
annual  election),  unless  removed  for  cause  by  a  vote  of  the  ma¬ 
jority  of  the  board. 

Section  3.  No  director,  as  such,  shall  receive  any  salary  for 
his  services  ;  but  this  is  not  to  be  construed  to  preclude  any 
director  from  holding  any  other  office  in  the  company  and  re¬ 
ceiving  compensation  therefor,  or  performing  any  special  service 
for  which  compensation  may  be  allowed,  provided  that  no 
director  shall  be  chosen  to  any  office  for  which  compensation  is 
allowed,  or  such  compensation  be  fixed,  except  by  a  two- thirds 
vote  of  the  directors,  not  including  his  own  vote.  The  board 
of  directors  shall  fix  the  compensation  of  its  officers  and  em¬ 
ployees.  No  debt  or  liability  beyond  the  current  expenses  of  the 
company  shall  be  contracted  by  the  board  of  directors,  or  any 
officer  of  the  company  without  the  assent  of  a  majority  of  the 
stockholders,  and  subject  to  the  restrictions  contained  in  section 
22  of  ch.  Oil  Laws  of  1875. 

Section  4.  The  board  of  directors  shall  hold  regular  monthly 
meetings  at  the  office  of  the  company  on  the  \  insert  date — e.  g ., 
first  Monday  of  every  month],  except  when  such  day  shall  be  a 
legal  holiday,  and  in  that  case  the  meeting  shall  be  held  on  the 
following  day.  Special  meetings  of  directors  may  be  called  at  any 
time  by  the  president,  by  oral  notice  or  by  notice  in  writing  duly 
served  on  each  director.  All  committees  shall  be  appointed  by 
a  vote  of  the  board. 

Section  5.  Dividends  of  net  profits  on  hand  shall  be  declared 
and  paid  as  often  and  at  such  times  as  the  directors  may  de¬ 
cide,  subject  to  the  restrictions  contained  in  section  19  of  the 
act  under  which  this  corporation  is  formed. 


APPENDIX. 


VI 1 


Section  6.  The  board  shall  provide  a  seal  with  suitable  de¬ 
vice,  and  containing  thereon  the  corporate  name  of  the  company, 
which  shall  be  in  charge  of  the  secretary,  and  to  be  affixed  by 
him  only  on  certificates  of  stock,  unless  otherwise  instructed  to 
affix  the  same  by  order  of  the  board  of  directors. 

Article  2.  Meetings  of  Stockholders. 

Section  1.  There  shall  be  an  annual  meeting  of  stockholders 
on  the  [insert  day — e.  g .,  first  Monday  of  May]  in  each  and 
every  year,  at  the  office  of  the  company  in  the  city  of 

Section  2.  Special  meetings  of  stockholders  may  be  called  by 
the  board  of  directors,  and  also  upon  the  request  in  writing  of 
such  number  of  stockholders  as  may  collectively  own  one-third 
of  the  capital  stock  of  the  company,  upon  ten  clays’  notice  duly 
published  in  a  newspaper  published  in  the  city  of  , 

in  like  manner  as  for  the  regular  annual  meeting. 

Section  3.  At  all  stockholders’  meetings  a  majority  of  the 
wffiole  capital  stock  of  the  company  shall  be  required  to  consti¬ 
tute  a  quorum  for  the  transaction  of  business. 

Article  3.  Of  Capital  Stock. 

Section  1.  [ Omit  this  section  if  corporation  is  a  full  lia 

bility  company. ]  Subscriptions  to  the  capital  stock  (in  addition  to 
the  ten  per  cent,  paid  at  time  of  subscription)  to  the  amount  of 
one-half  of  the  capital  stock  of  the  company,  must  be  paid  in  to 
the  treasurer  within  one  year  from  the  date  of  the  issuing  of  the 
license  to  commissioners,  to  wit,  from  [insert  date J,  and  the 
remaining  one-half  of  such  subscriptions  to  capital  stock 
must  be  paid  in  within  one  year  thereafter,  as  provided  in  sec¬ 
tion  37  of  said  general  act,  cli.  611,  Laws  of  1875,  and  to  be  paid 
at  such  intervals  of  time  as  shall  be  fixed  by  the  board  of 
directors. 

And  any  failure  to  pay  any  instalments  when  required  to  be 
paid  by  the  board  of  directors,  shall  work  a  forfeiture,  pursuant 
to  the  provisions  of  section  eleven  of  said  general  act. 

Section  2.  Certificates  of  stock  shall  be  numbered  and  regis¬ 
tered  in  the  order  they  are  issued,  and  shall  be  signed  by  the 
president  and  countersigned  by  the  treasurer,  and  the  seal  of 
the  company  shall  be  affixed  thereto.  All  certificates  shall  be 
bound  in  a  book,  and  shall  be  issued  in  consecutive  order  there¬ 
from  ;  and  in  the  margin  thereof  shall  be  entered  the  name  of 
the  person  owning  the  shares  therein  represented  with  the  num¬ 
ber  of  shares,  and  the  date  thereof.  Each  certificate  shall  be 


Yin 


APPENDIX. 


receipted  for  in  the  certificate  hook.  All  certificates  exchanged 
or  returned  to  the  company  shall  be  canceled  by  the  secretary, 
and  such  canceled  certificates  pasted  in  their  original  place  in 
the  certificate  book,  and  no  new  certificates  shall  be  issued  until 
the  old  certificate  has  been  thus  canceled  and  returned  to  its 
original  place  in  said  book. 

Section  3.  Transfers  of  shares  shall  only  be  made  upon  the 
books  of  the  company  by  the  holder  in  person  or  by  power  of 
attorney  duly  executed  and  acknowledged  and  filed  with  the 
secretary  of  the  company,  and  on  the  surrender  of  the  certificate 
or  certificates  of  such  shares. 

Section  4.  Whenever  the  capital  stock  of  the  company  is  in¬ 
creased,  each  bona  fide  owner  of  stock  of  the  company  shall  be 
entitled  to  purchase  an  amount  of  stock  in  proportion  to  the 
.number  of  shares  of  stock  he  holds  in  the  company  at  the  time 
of  such  increase,  at  the  par  value  of  the  same. 

Article  4.  Of  Officers. 

Section  1.  Duties  of  the  President. — It  shall  be  the  duty  of  the 
president  to  preside  at  all  the  meetings  of  the  board  of  direct¬ 
ors  ;  to  sign  all  certificates  of  stock  of  the  company ;  to  counter¬ 
sign  all  checks  drawn  by  the  treasurer ;  to  sigu  and  execute  all 
contracts  in  the  name  of  the  company  and  affix  the  seal  of  the 
company  thereto,  when  instructed  so  to  do  by  the  board ;  he 
shall  at  each  stated  meeting  present  a  report  of  the  state  of  the 
business  of  the  company;  he  shall  appoint  and  discharge  all  em¬ 
ployees,  subject  to  the  approval  of  the  board  of  directors;  he 
shall  have  general  charge  of  and  supervision  over  all  the  busi¬ 
ness  of  the  company  and  over  all  its  employees;  and  he  shall 
do  and  perform  all  acts  incident  to  the  position  of  president  au¬ 
thorized  or  required  by  the  general  act  under  which  this  com¬ 
pany  is  organized.  In  the  absence  of  the  president,  the  board 
may  appoint  a  president  pro  tem.  from  its  number. 

Section  2.  Duties  of  the  Treasurer. — It  shall  be  the  duty  of 
the  treasurer  to  have  the  care  and  custody  of  all  the  funds  of  the 
company  which  may  come  into  his  hands,  and  to  deposit  the 
same  as  treasurer  in  such  bank  or  banks  as  the  directors  may 
elect;  he  shall  sign  all  checks,  drafts,  notes  and  orders  for  the 
payment  of  money,  which  shall  be  countersigned  by  the  presi¬ 
dent,  and  he  shall  pay  out  and  dispose  of  the  same  under  the 
direction  of  the  president;  he  shall  render  a  statement  of  his 
cash  account  at  each  regular  meeting  of  the  board;  he  shall  at 
all  reasonable  times  exhibit  his  books  and  accounts  to  any  di- 


APPENDIX. 


IX 


rector  or  stockholder  of  the  company,  upon  application  at  the 
office  of  the  company,  during  business  hours;  he  shall  counter¬ 
sign  all  certificates  of  stock  signed  by  the  president ;  he  shall 
give  such  bonds  for  the  faithful  performance  of  his  duties,  to  the 
amount  of  thousand  dollars,  with  two  or  more  sufficient 
sureties,  to  the  amount  of  thousand  dollars  each,  as  shall 
be  satisfactory  to  the  board  of  directors. 

Section  B.  Duties  of  the  Secretary. — The  secretary  shall  keep 
the  minutes  of  the  board  of  directors,  in  a  proper  book  provided 
for  that  purpose,  and  also  the  minutes  of  the  meetings  of  stock¬ 
holders  ;  he  shall  attend  to  the  giving  and  serving  of  all  notices 
of  the  company,  and  shall  affix  the  seal  of  the  company  to  all 
certificates  of  stock,  when  signed  by  the  president  and  counter¬ 
signed  by  the  treasurer ;  he  shall  have  the  charge  of  the  certifi¬ 
cate  book,  transfer  book  and  stock  ledger,  and  such  other  books 
and  papers  as  the  board  may  direct,  all  which  shall  at  all  rea¬ 
sonable  times  be  open  to  the  examination  of  any  director  or 
stockholder,  upon  application  at  the  office  of  the  company, 
during  business  hours;  he  shall  attend  to  such  correspondence 
as  may  be  assigned  to  him,  and  he  shall,  in  general,  under  the 
direction  of  the  president,  perform  all  the  duties  incident  to  the 
office  of  secretary  of  such  company ;  he  shall  also  act  as  secretary 
to  all  the  standing  committees  of  the  board. 

Article  5.  Order  of  Business. 

The  following  shall  be  the  regular  order  of  business  at  all 
meetings  of  the  board  of  directors: 

1.  Reading  and  approving  the  minutes  of  the  previous 
meeting. 

2.  Report  of  the  president. 

8.  Report  of  the  secretary. 

4.  Report  of  the  treasurer. 

5.  Reports  of  standing  committees. 

6.  Reports  of  special  committees. 

7.  Unfinished  business. 

8.  New  business. 

Article  6.  Inspectors  of  Election. 

The  election  of  directors  shall  be  conducted  by  three  inspect 
ors,  who  shall  be  stockholders,  and  shall  annually  be  elected  with 
the  directors.  And  neither  of  the  inspectors  shall  be  an  officer 
or  a  director  of  the  company.  The  inspectors  for  the  first  an¬ 
nual  election  shall  be  appointed  by  the  board  one  month  previ¬ 
ous  to  such  election. 

3 


X 


APPENDIX. 


Article  ?.  By-laws. 

These  by-laws  may  be  altered,  amended,  or  added  to,  by  the 
affirmative  vote  of  the  stockholders  representing  at  least  two- 
tliirds  of  the  whole  capital  stock,  at  any  annual  meeting,  or  at  a 
special  meeting,  called  for  that  purpose.” 

The  meeting  then  proceeded  to  an  election  for  \insert  num¬ 
ber ]  directors,  who  shall  manage  the  affairs  of  the  company  for 
the  first  year. 

Mr.  and  Mr.  were  selected  to  act  as  inspectors  of 

such  election;  and  upon  canvassing  the  vote,  it  was  found  that 
there  were  [insert  number]  shares  of  stock  voted  on;  that  the 
whole  number  of  votes  cast  was  [insert  number ] ;  that 

had  eneh  received  [insert  number]  votes,  being  the  whole  num¬ 
ber  of  votes  cast,  and  thereupon  Messrs. 

,  all  of  the  city  of  New 
York;  and  ,  of  the  city  of  , 

were  declared  duly  elected  as  directors  of  this  company,  after 
which,  there  bjeing  no  further  business,  the  meeting  adjourned. 

New  York,  ,  18  . 

Secretary. 


We,  the  undersigned  commissioners,  appointed  under  license 
of  the  Secretary  of  State  of  the  State  of  New  York,  dated 

,187  ,  for  the  purpose  of  organizing  the  [insert  corporate 
name ,  with  addition  of  word  “Limited,”  if  company  belongs  to 
that  class],  hereby  certify  that  the  foregoing  is  a  true  and  correct 
record  of  all  the  proceedings  had  under  said  license. 

In  witness  whereof,  we  have  hereunto  set  our  hands,  in  the 
city  of  ,  on  this  day  of  ,  A.  D. 

187  . 


State  of  New  York, 

County  of 

On  this  day  of 
came  [insert  names  of  commissioners],  to  me  personally  known, 
and  known  to  me  to  be  the  persons  described  in  and  who  exe¬ 
cuted  the  foregoing  instrument,  and  severally  acknowledged  to 


[Signatures  of  commissioners.] 


j-  ss. :  * 

,  A.D.  18  ,  before  me  personally 


4 


APPENDIX. 


XI 


me  that  they  executed  the  same  for  the  purposes  therein  set 
forth. 

In  witness  whereof,  I  have  hereunto  affixed  my  hand  and 
seal  of  office,  in  the  city  of  ,  on  the  day  and 

date  above  set  forth. 


[L.S.] 

State  of  "New  York, 
County  of 


[- Signature  and  title  of  notary.  ] 


{Insert  names  of  commissioners ],  the  commissioners  named  in 
the  license  of  the  Secretary  of  State,  bearing  date  the  day  of 
18  ,  for  opening  books  of  subscription  to  the  capital  stock 

of  the  [insert  corporate  name,  with  addition  of  icord  “  Limited,”^/* 
company  belongs  to  that  class ],  being  each  duly  sworn,  each 
for  himself  deposes  and  says  that  he  has  read  the  foregoing 
record  of  the  proceedings  of  meeting  of  subscribers  to  the  capi¬ 
tal  stock  of  said  company  (containing  a  copy  of  the  subscription 
list  thereof,  and  of  the  names  of  the  directors  chosen  thereat), 
that  he  knows  its  contents,  and  that  said  record  is  in  all  respects 
correct  and  true. 

[Signatures  of  commissioners .] 
Severally  subscribed  and  sworn  to  be-  ) 
fore  me  this  day  of  ,  18  .  \ 

[l.  s.]  [Signature  and  title  of  notary.  ] 


ANNUAL  REPORT. 

See  page  14,  §  18. 

We,  A.  B.,  C.  D.,  E.  F.,  and  Gr.  H„  being  directors  of  the 
[insert  corporate  name,  with  addition  of  the  icord  “  Limited  ”  if  the 
company  belongs  to  that  class],  and  a  majority  thereof,  and  the 
said  A.  B.  being  president  of  said  company,  do  hereby  certify 
and  declare: 

That  the  capital  stock  of  said  company  is  [here  state  amount , 
which  must  in  no  case  exceed  two  million  dollars]. 

That  [ here  state  proportion  of  capital  stock  actually  paid  in, 
e.  g.,  the  whole  of  said  capital  stock  has  been  paid  up  in  full, 
one  half  thereof  in  cash,  and  the  other  half  thereof  by  milling 
property  necessary  for  the  company’s  business,  in  payment  for 
which  one-half  of  the  whole  capital  stock  was  issued*]. 

That  the  existing  assets  of  the  company  amount,  as  nearly  as 


*  S zq  page  12,  §  14. 


Xll 


APPENDIX. 


can  be  ascertained,  to  [here  insert  the  amount ],  and  consist  of 
[here  insert  in  general  terms  the  nature  of  asset*]. 

That  the  existing  debts  of  the  company  amount,  as  nearly  as 
can  be  ascertained,  to  [here  insert  the  amount ],  and  consist  of 
[here  insert  in  general  terms  the  nature  of  debts]. 

That  the  said  company  did,  on  the  day  of  ,  18,  , 

and  since  the  making  of  its  last  preceding  annual  report,  declare 
a  dividend  of  ?per  cent. 

Witness  our  hands  this  day  of  January,  18  . 

[Name  of  Company ], 
by  A.  B.,  Prest. 

C.  D. 

E.  F. 

G.  H. 

State  of  New  York,  \ 

County  of  \ 

A.  B.,  being  duly  sworn,  says  that  he  is  a  director  and  the 
president  of  [here  insert  corporate  name ,  with  addition  of  the  word 
“Limited  ”  if  the  company  belongs  to  that  class] ;  that  he  has  read 
the  foregoing  report,  and  knows  the  contents  thereof,- and  that 
the  same  is  true  of  his  own  knowledge  except  as  to  the  matters 
therein  stated  on  information  and  belief,  and  as  to  those  matters 
he  believes  it  to  be  true. 

A.  B.,  Prest. 

Sworn  to  before  me  this  ) 
day  of  January,  18  .  f 

[l.  s.]  [Signature  and  title  of  notary]. 


Certificate  of  66  Limited  Liability  ??  Company  as  to  Payment 

of  Capital  Stock  in  Full. 

See  page  25,  §  37. 

We,  A.  B.,  C.  D.,  E.  F.,  and  G.  H.,  being  directors  of  The 
[insert  corporate  name,  with  the  addition  of  the  word  “Limited  ” 
if  the  company  belongs  to  that  class],  and  a  majority  thereof,  and 
the  said  A.  B.,  being  president  of  said  company,  do  hereby 
certify : 

That  the  capital  stock  of  said  company  is  [here  insert  amount]. 

That  the  whole  of  said  capital  stock  has  been  paid  up  in  full. 
[If  the  payment  has  been  made  in  any  other  way  than  in  cash,  then 
state  manner  of  payment  as  in  last  preceding  form]. 

That  the  payment  of  the  last  instalment  of  the  said  capital 


APPENDIX. 


Xlll 


stock,  to  wit,  the  sum  of  dollars,  was  made  on  the  day 
of  ,18  .  [A  day  less  than  thirty  days  prior  to  the  making 

of  said  certificate ]. 

Witness  our  hands,  this  day  of  ,  18  . 

A.  B.,  Prest. 

C.  D. 

E.  F. 

G.  H. 


State  of  New  York, 
County  of 


A.  B.,  C.  D.,  E.  F.  and  Gr.  H.,  directors  of  the  [ insert  corpo¬ 
rate  name ,  with  the  addition  of  the  word  “  Limited,”  if  the  com¬ 
pany  belongs  to  that  class ],  and  the  said  A.  B.,  president  of  said 
company,  being  duly  sworn,  each  for  himself  deposes  and  says 
that  he  has  read  the1  foregoing  certificate  and  knows  the  contents 
thereof,  and  that  the  said  certificate  is  in  all  respects  correct  and 
true. 


Severally  subscribed  andl 
sworn  to  before  me  this  { 
day  of 

187  . 

[l.  s.]  [ Signature  and  title  of  notary ]. 


’J 


A.  B.,  Prest. 
C.  D. 

E.  F. 

G.  H. 


Certificate  Extending  the  Term  of  tiie  Corporate 

Existence. 

See  page  19,  §  29. 

Whereas,  the  original  certificate  of  incorporation  of  the 
[ insert  corporate  name ,  with  the  addition  of  the  word  “  Limited,” 
if  the  company  belongs  to  that  class],  a  corporation  duly  created 
and  formed  under,  and  in  pursuance  of  an  act  of  the  Legisla¬ 
ture  of  the  State  of  New  York,  entitled  “An  Act  to  provide 
for  the  organization  and  regulation  of  certain  business  corpora¬ 
tions,”  passed  June  21,  1875,  fixed  the  duration  of  said  company 
for  the  term  of  years,  commencing  on  the  day 

of  18  . 

Now,  therefore ,  we  [ insert  'individual  names ]  being  stock¬ 
holders  in  the  said  [ insert  corporate  name  as  above]  own¬ 
ing  at  least  two-thirds  in  amount  of  the  capital  stock  of  said 
company,  to  wit:  [ insert  number]  shares,  do  hereby  consent,  that 
the  corporate  existence  of  said  company,  be,  and  the  same  hereby 
is,  extended  for  the  term  of  [ here  insert  the  additional  term ,  which 
together  with  the  original  term  of  existence ,  must  not  exceed  fifty 

3* 


XIV 


APPENDIX. 


years\  years  from  the  expiration  of  the  period  originally  fixed  for 
the  duration  of  its  corporate  existence,  as  mentioned  in  its  orig¬ 
inal  certificate  of  incorporation. 

In  witness  whereof,  we  have  hereunto  subscribed  our  names, 
this  day  of  ,  18  . 


State  of  New  York, 
County  of 


[, Signature  of  stockholders.'] 
ss. : 


On  this  day  of  18  ,  before  me  person¬ 

ally  appeared  [ insert  names  of  stockholders  signing  said  certificate] 
to  me  known  to  be  the  individuals  described  in,  and  who  signed 
the  foregoing  certificate,  and  severally  acknowledged  to  me  that 
they  signed  the  same  for  the  purposes  therein  mentioned. 

In  witness  whereof,  I  have  hereunto  affixed  my  hand  and  seal 
of  office,  in  the  city  of  ,  on  the  day  and  year 

above  set  forth. 

[l.  s.]  \Signature  and  title  of  notary.] 


Certicalite  Changing  Principal  Business  Office. 

See  page  20,  §  31. 

Whereas,  the  original  certificate  of  incorporation  of  the  [ in¬ 
sert  corporate  name ,  with  the  addition  of  the  word  “Limited,”  if 
the  company  belongs  to  that  class],  a  corporation  duly  created 
and  formed  under  and  in  pursuance  of  an  act  of  the  Legisla¬ 
ture  of  the  State  of  New  York,  entitled  “  An  Act  to  provide  for 
the  organization  and  regulation  of  certain  business  corporae 
tions,”  passed  June  21,  1875,  fixed  the  principal  business  offic- 
of  said  corporation,  at  the  city  of  ,  in  the  State  of 

New  York : 

Now,  therefore ,  we  [insert  individual  names]  being  stock¬ 
holders  in  the  said  [insert  corporate  name  as  above],  owning  at 
least  two-thirds  in  amount  of  the  capital  stock  of  such  corpora¬ 
tion,  to  wit:  [insert  number]  shares,  do  hereby  consent  that  the 
principal  business  office  of  said  company  be,  and  the  same  hereby 
is,  changed  from  the  said  city  of  ,  to  the  city  of 

,  in  the  State  of  New  York. 

In  witness  whereof,  we  have  hereunto  subscribed  our  names 
this  day  of  18  . 

[Signatures  of  stockholders.] 
[Acknowledgment  as  in  last  preceding  form.] 


APPENDIX. 


XV 


Statement  of  Increase  of  Capital  Stock. 

See  page  12,  §  15. 


Whereas  the  original  certificate  of  incorporation  of  the  [ insert 
corporate  name ,  with  addition  of  the  icord  Limited,  if  the  company 
belongs  to  that  class ],  a  corporation  duly  created  and  formed 
under  and  in  pursuance  of  an  act  of  the  Legislature  of  the  State 
of  New  York,  entitled  “  An  Act  to  provide  for  the  organization 
and  regulation  of  certain  business  corporations,”  passed  June 
21,  1875,  fixed  the  amount  of  the  capital  stock  of  said  corpora¬ 
tion  at  [insert  amount ] ; 

And  whereas ,  at  a  meeting  of  the  stockholders  of  said  cor¬ 
poration,  held  in  the  city  of  ,  on  the  day 

of  ,  18  ,  a  written  {or  printed)  notice  thereof,  addressed 

to  each  stockholder  of  the  said  company  at  his  last  known  place 
of  residence,  having  been  deposited  in  the  post  office,  in  the  city 
of'  ,  on  the  day  of  ,187  (being  at  least 

five  days  before  said  meeting),  and  postage  paid  thereon — a  vote 
was  passed  by  a  majority  of  the  stockholders  in  number,  and 
representing  a  majority  of  the  stock  of  such  corporation,  increas¬ 
ing  the  capital  stock  of  said  corporation  to  the  amount  of 
[ insert  amount ,  not  exceeding  $2,000,000] : 

Now,  therefore ,  we,  A.  B.,  C.  D.,  E.  F.  and  G.  H.,  being  di¬ 
rectors  of  said  company,  and  a  majority  thereof,  and  the  said 
A.  B.  being  president  thereof,  do  hereby  certify  that  the  capital 
stock  of  said  company  lias  been,  and  is,  increased  from  the 
amount  of  [ insert  amount ]  to  the  amount  of  [insert  amount]. 

In  witness  whereof  we  have  hereunto  set  our  hands,  this 
day  of  ,  18  . 


A.  B.,  Prest. 


c.  d. 

E.  F. 

G.  H. * 


[Same  acknowledgment  as  in  11  Certifi¬ 
cate  of  Limited  Liability  Company 
as  to  Payment  of  Capital  Stcck  in 
Full.'>'’  See  page  xii  of  Forms.] 

From  the  above  Form,  the  Statement  op  Decrease  of 
Capital  Stock  can  be  readily  drafted.  It  should  show,  in  ad¬ 
dition  to  the  above  facts,  the  amount  of  debts  and  liabilities  of 
the  company,  and  that  they  do  not  exceed  the  amount  to  which 
the  capital  stock  is  reduced. 


XVI 


APPENDIX. 


Certificate  of  Reorganization,  under  the  Act,  of  an  exist¬ 
ing  Corporation. 

See  page  20,  §  32. 

Whereas,  the  [ insert  corporate  name ]  was  duly  formed  and 
created  under  and  in  pursuance  of  an  act  of  the  Legislature  of 
the  State  of  New  York,  entitled  “An  act  [ here  set  forth  title  of 
act  in  full] ;  ”  the  term  of  corporate  existence  of  said  company 
being  years  from  the  day  of  ,  18  ;  the  objects 

for  which  it  was  formed  being  [ insert  objects ]  ;  the  amount  of  its 
capital  stock  being  [ insert  amount ],  in  shares  of  dollars 

each,  of  which  amount  of  capital  dollars  have  been  paid 

in ;  and  the  number  of  directors  {or  trustees)  which  should 
manage  its  affairs  being  [ insert  number ]. 

And  whereas ,  the  directors  [or  trustees]  of  said  company 
published  a  notice  signed  by  at  least  a  majority  of  them,  in  the 
[insert  name  of  newspaper'],  a  newspaper  published  in  the  county 
of  [insert  name  of  county],  in  which  the  principal  business  office 
of  said  company  is  situated,  for  at  least  three  successive  weeks, 
beginning  on  the  day  of  ,  18  ,  which  notice  was 

in  the  words  and  language  following,  to  wit : 

New  York,  18  . 

A  meeting  of  the  stockholders  of  the  [insert  corporate  name] 
will  be  held  on  the  day  of  ,  18  ,  at  o’clock, 

at  the  office  of  said  company  in  the  city  of  ,  to  deter¬ 

mine  whether  the  said  company  shall  reorganize  as  a  [full  or] 
limited  liability  company,  under,  and  avail  itself  of,  the  privi¬ 
leges  and  provisions  of  the  act  of  the  Legislature  of  the  State 
of  New  York,  entitled  “An  act  to  provide  for  the  organiza¬ 
tion  and  regulation  of  certain  business  corporations,”  passed 
June  21,  1875. 

[Signatures  of  a  majority  of  the  directors.] 

And  whereas  a  printed  [or  written]  copy  of  such  notice,  ad¬ 
dressed  to  each  stockholder  of  said  company  at  his  last  known 
place  of  residence,  was  deposited  in  the  post  office,  postage 
prepaid,  on  the  day  of  ,  18  ,  at  least  three  weeks 

previous  to  the  day  fixed  upon  for  holding  said  meeting, 

Now,  therefore,  we,  the  undersigned,  do  hereby  certify,  that 
in  accordance  with  the  foregoing  notice,  a  meeting  of  the  stock¬ 
holders  of  the  [insert  corporate  name]  was  held  on  the  day 

of  ,  18  ,  at  o’clock,  at  the  office  of  said  company  in 

the  city  of  .  That  there  were  represented  in  person  or 

by  proxy  [insert  nmriber]  shares  of  the  capital  stock  of  the  said 
company.  That  Mr.  [one  of  the  directors  of  said  company]  was 
called  to  the  chair,  and  Mr.  [a  suitable  person]  was  chosen 


APPENDIX.  xvii 

secretary.  That,  on  motion,  the  meeting  then  proceeded  to  de¬ 
termine  by  vote  whether  the  said  company  should  reorganize  as 
a  (full  or)  limited  liability  company,  under  and  avail  itself  of 
the  privileges  and  provisions  of  the  act  of  the  Legislature  of  the 
State  of  New  York,  entitled  “  An  Act  to  provide  for  the  organ¬ 
ization  and  regulation  of  certain  business  corporations,”  passed 
June  21,  1875.  That  the  whole  number  of  votes  cast  was  [insert 
number].  That  of  the  number  of  votes  cast  [ here  insert  number  of 
rotes  in  favor  of  reorganizing ],  representing  a  majority  of  all  the 
stock  of  said  company,  were  cast  in  favor  of  the  company’s  avail¬ 
ing  itself  of  the  provisions  of  said  act,  and  organizing  under 
said  act  as  a  (full  or )  limited  liability  company.  That  Mr. 

,  one  of  the  stockholders  of  said  company,  then 
presented  to  the  meeting  a  resolution  in  the  words  and  language 
following: 

“  Resolved :  First ,  That  the  name  of  this  company  shall  be 
[insert  name ,  with  addition  of  word  u  Limited,  ”  if  company  belongs 
to  that  class]. 

“  Second,  That  the  object  and  nature  of  the  business  for  which 
said  corporation  is  formed  is  ,  and  the 

manufactory  thereof  and  the  locality  of  its  business  are  in 
,  county  of  ,  State  of  New  York. 

“  Third ,  That  the  amount  of  the  capital  stock  of  said  com¬ 
pany  is  dollars. 

“  Fourth ,  That  the  number  of  shares  of  which  such  capital 
stock  consists  is  [insert  total  number  of  shares  and  par  value  of 
each]. 

“  Fifth ,  That  the  location  of  the  principal  business  office  of 
said  corporation  is  in  the  city  of  ,  in  said  State. 

“  Sixth ,  That  the  duration  of  the  said  corporation  is  for  the 
term  of  years,  being  balance  of  unexpired  term  of  orig¬ 

inal  corporation. 

‘  ‘  Seventh ,  That  the  number  of  directors  of  said  company 
shall  be  ,  and  the  names  of  the  directors  who  shall  man¬ 

age  the  affairs  of  the  company  for  the  first  year  are  [insert  names].''1 


Whereupon,  on  motion,  the  said  resolution  was  adopted  by  a 
vote  of  stockholders,  representing  a  majority  of  all  the 

stock  of  said  company.  That  there  being  no  further  business, 
the  meeting  then  adjourned. 

We,  the  undersigned  chairman  and  secretary  of  the  meeting 


xviii  APPENDIX. 

above  mentioned,  hereby  certify  that  the  foregoing  is  a  true  and 
correct  record  of  all  the  proceedings  had  at  such  meeting. 

In  witness  whereof,  we  have  hereunto  set  our  hands  this 
day  of  ,  A.  D.  18  . 

Chairman. 

Secretary. 

State  of  New  York, 

County  of 

On  this  day  of  ,  A.  D.  18  ,  before  me  per¬ 

sonally  came  [ insert  names  of  chairman  and  secretary ],  to  me  per¬ 
sonally  known,  and  known  to  me  to  be  the  persons  described  in 
and  who  executed  the  foregoing  instrument,  and  severally  ac¬ 
knowledged  to  me  that  they  executed  the  same  for  the  purposes 
therein  set  forth. 

In  witness  whereof,  I  have  hereunto  affixed  my  hand  and  seal 
of  office  the  day  and  year  above  set  forth. 

[l.  s.]  [ Signature  and  title  of  notary.'] 

State  of  New  York, 

County  of 

[ Insert  name],  chairman,  and  \insert  name],  secretary,  above 
named,  being  each  duly  sworn,  each  for  himself  deposes  and 
says  that  he  has  read  the  foregoing  record  of  proceedings  sub¬ 
scribed  by  him ;  that  he  knows  its  contents,  and  that  said  record 
is  in  all  respects  correct  and  true. 

Severally  subscribed  and  sworn  1  Chairman. 

to  before  me  this  day  > 

of  18  .  )  Secretary. 

[l.  s.]  [Signature  and  title  of  notary.] 

Annex  to  foregoing  certificate  affidavits  of  person  who  mailed 
notices  of  meeting  to  that  fact;  and  of  printer  to  fact  of  publi¬ 
cation  of  same.  Also  annex  copy  of  by-laws  of  company. 


